OVERVIEW

The commercial law II course focuses on the study of partnerships and capital companies and on the discipline of the business crisis, contained in the new Code of Crisis and Involvement

AIMS AND CONTENT

LEARNING OUTCOMES

Advanced course on the discipline of joint-stock companies focused on the law of joint-stock companies and on the special legislation applicable to companies listed on stock exchanges. The discipline of the joint-stock company is studied in depth and in particular the provisions on the constitution, on shareholdings, on the administration and control bodies, on the financial statements, on extraordinary modifications and on dissolution, transformation and merger operations. With regard to the regulation of other joint-stock companies, cooperative companies, limited liability companies and limited partnerships are considered. The course is completed by the analysis of the features of the special legislation applicable to listed companies.

AIMS AND LEARNING OUTCOMES

Learning Objectives and Expected Learning Outcomes
The course aims to guide students in acquiring the legal and conceptual tools necessary to understand the functioning of business activities, with a specific focus on the dynamics of the Blue Economy market, ecological transition, and antitrust law for the protection of local excellences.

Upon successful completion of this course, students will be able to:

• Identify and apply the fundamentals of commercial law, with particular reference to the legal status of companies and crisis and insolvency.
• Solve practical business problems through teamwork, simulating the design and contractual management of a corporate entity.

Soft Skills Developed:

• Personal competence (autonomy and resilience): Ability to identify one's skills, manage complexity and stress, make autonomous decisions, and develop critical and reflective thinking regarding complex tasks.
• Functional literacy competence (advanced communication): Ability to communicate effectively in written and oral forms, adapting specialized legal lexicon to the economic and professional context, processing information from heterogeneous sources.
• Entrepreneurship competence (project creation and problem-solving): Ability to turn ideas into actions, applying strategic thinking and creativity to innovation contexts and evolving business processes.

In line with the University's core guidelines, the course actively promotes SDG 4 (Quality Education), stimulating autonomous learning skills required for future professional environments, and SDG 5 (Gender Equality), encouraging fair and participatory leadership during group simulations.

PREREQUISITES

It is required to pass the commercial law exam I

TEACHING METHODS

The course adopts an interactive and multidisciplinary approach, aiming to combine the study of positive law with the principles of business ethics and the centrality of the individual in the market. It consists of the following activities:

• Lectures (with class debate): Analysis of commercial law institutions, enriched by reflections on the social role of companies
• In-depth seminars.
• Periodic review and self-assessment exercises: Analysis of practical cases and questions to monitor learning progress and train critical thinking.
• Group simulations (Project Work): Cooperative simulations aimed at designing a sustainable business, solving real contractual issues, conducting market analysis, and developing ethical promotional campaigns. This activity fosters personal development, inclusion, and gender equality standards (in line with SDG 5).

Inclusion and Accessibility:
Students with valid certifications for Specific Learning Disorders (SLD), disabilities or other educational needs and having complied with Unige procedures (described here) who need compensatory measures to prepare the exams or during the exams are invited to contact the teacher at the beginning of the course to agree on any teaching methods that, in accordance with the teaching objectives, take into account individual learning styles. For requesting Unige services for students with disabilities and other information, please visit unige.it. For further information, please visit unige.it and contact the Department's disability liaison officer (isa.fanlo@unige.it).

SYLLABUS/CONTENT

- Partnerships

- Capital companies

- The business crisis

Part I: The first part will deal with the constitutional and codicistic foundations of partnerships, with particular attention to the types of corporate purpose, the liability regime and relations between shareholders

Part II: In the second part, the general principles on the subject of joint stock companies will be addressed, focusing on the issues of company administration, groups and amendments to the articles of association

Part III: The third part of the course is dedicated to deepening the law of the business crisis, with a focus on the various phases of the reform.

RECOMMENDED READING/BIBLIOGRAPHY

"Commercial law manual" by Cian, Giappichelli, last ed., Sections VI, VIII, X, XI, XII, XIII, XIV, XVI

TEACHERS AND EXAM BOARD

LESSONS

LESSONS START

II Semester from february 2027

Class schedule

COMMERCIAL LAW II

EXAMS

EXAM DESCRIPTION

The exam will take place in oral form

ASSESSMENT METHODS

The exam, for both attending and non-attending students, takes place at the end of the course. No intermediate checks will be carried out, but the presence of students in the exercises and seminars will be positively evaluated. The exercises, which will take place in the classroom during lesson time, will tend to verify the students' ability to understand, expose and reason, without implying the need for a prior study of the
matter. The final evaluation will take into account not only the preparation of the student, but also the elements resulting from his participation in seminars and classroom exercises. The final question will focus on the whole program and will consist of three questions, on three different areas of the subject matter.

FURTHER INFORMATION

The reception of the teacher will take place before and after each lesson.