DIRITTO COMMERCIALE

Degree course: 
Corso di Long single cycle degree (5 years) in Law - Como
Academic year when starting the degree: 
2023/2024
Year: 
3
Academic year in which the course will be held: 
2025/2026
Course type: 
Compulsory subjects, characteristic of the class
Language: 
Italian
Credits: 
9
Standard lectures hours: 
55
Detail of lecture’s hours: 
Lesson (55 hours)
Requirements: 

An appropriate knowledge of private law is required, essential not only for a full understanding of numerous institutes of business law, but also to grasp the specific needs that historically prompted the legal system to establish special rules to regulate the organization and development of entrepreneurial activities.

Final Examination: 
Orale

The methods of assessment consist of an oral exam, with a final grade out of thirty, covering the entire program. The exam involves a discussion aimed at verifying the acquisition and correct understanding of the teaching materials previously indicated, including (for attending students) the materials uploaded to the e-learning platform. The final grade will take into account the accuracy and quality of the answers, as well as the student's ability to adequately motivate their statements and analyses and to argue them. Particular emphasis will be placed on the ability to: a) accurately report the contents of the program according to the specificities of the subject and following correct logical-systematic standards; b) make connections, including interdisciplinary ones, to different aspects of the discipline; c) respond to theoretical questions and critically argue their opinions using appropriate technical language. During the course, students, with the help of the instructor, can explore topics or institutions of particular interest and present their findings at the final exam. Midway through the course, the instructor may decide to conduct an intermediate assessment (written or oral) to verify students' understanding of the topics covered up to that point, and to guide them towards a correct study method if the results reveal gaps or learning difficulties. The final assessment (final exam) will be held in person.

Assessment: 
Voto Finale

The course aims to illustrate and deepen the law of business and companies in our legal system. Based on the study carried out, the student must therefore demonstrate adequate skills in relation to the discipline: (a) general business law (notions and categories of entrepreneurs, organizational models, operating rules and specific events, etc.); (b) of partnerships (organization, development and dissolution of the relationship, taking into account the different rules applicable to simple partnerships, general partnerships, and limited partnerships); (c) of corporations (formation, organization and operation, shares and quotas, financing, groups, composition and powers of corporate bodies, regulation of listed companies, balance sheet, amendments to the bylaws, extraordinary operations). The course, also through the proposed teaching activities, aims to promote, in the student, the ability to use categories of legal analysis and interpretation, the acquisition of an appropriate legal language, a correct method of presentation, also developing adequate critical and argumentative skills through the solution of practical questions and cases proposed in class. In this perspective, students will be presented with materials, available on the e-learning platform (e.g. draft corporate bylaws, shareholders' agreements, company resolutions, contracts, as well as well-known legal cases) to allow them to both frame typical cases and characteristic institutes of the subject, and observe their concrete application in practice. Since the commercial law course is preparatory to the advanced commercial law course, students are required to acquire a level of learning of the basic discipline that allows for an easy and productive attendance of subsequent courses.

The course covers the general discipline of businesses, as well as partnerships, corporations, and cooperatives. Specifically, the program includes: Module I: The enterprise and the statutes of the entrepreneur. Module II: The law of companies: the concept of a company; social participation; the organization and functioning of individual models; amendments to the social contract; share capital and related operations; the financial statements; transformation, merger, and division of companies; groups of companies and the activity of management and coordination of companies.

Convenzionale

The course takes place in the second semester and consists of a total of 55 hours of lessons, equivalent to 9 credits. The teaching includes: - theoretical lessons aimed at illustrating principles and institutions of commercial law; - discussions of case law to facilitate understanding of the theoretical lessons and encourage the development of critical reasoning skills among participants; - seminars on specific aspects or topics of corporate law (also through new teaching methods). The materials mentioned during lessons or periodically provided to students to develop their interpretative and argumentative skills are uploaded to the e-learning platform.

The instructor meets students at the end of the lesson or by appointment requested via email.

Professors