OVERVIEW

The course is devoted to the regulation of commercial enterprises and companies, with particular regard to the statute of the commercial enterprise, the regulation of the company, distinctive signs and intellectual works. With regard to companies, the characteristics of the regulation of capital relations and of the organisational rules of partnerships and corporations are examined, with particular reference to the regulation of assets and the rules of corporate governance.

AIMS AND CONTENT

LEARNING OUTCOMES

The course aims to provide students with an understanding of the fundamentals of the regulations governing business activities. Particular attention is paid to laboratory activities, to examine the contractual and negotiation profiles of corporate practice, and to the development of practical cases through written exercises, to stimulate the solution of legal questions.

AIMS AND LEARNING OUTCOMES

The course aims to provide students with an understanding of the fundamentals of the legislation governing business activities. The goal of the first part of the course is to ensure that students understand the general law of businessand the statute of commercial and non-commercial entrepreneurs. In particular, students will become familiar with the functioning of the rules that address the relationships between the company and third parties (with a specific focus on business registers) as well as the legal framework for competition and the role of trademarks and intellectual property in this area. At the end of the second part of the course, students will have learned the legal basis of the organization of partnerships (in general and separately for each type of partnership) as well as the equity and financial implications of their legal framework. Likewise, at the end of the third part of the course, students will have learned how the organizational and financial aspects are regulated for public and private limited liability companies (in general and separately for each of them). For the second and third part of the course, which are both about corporate law, a common learning objective is also the understanding of the regulatory framework concerning the establishment and dissolution of partnerships and corporations, as well as corporate governance and the relationships with third parties in the different types of companies. In all the three parts of the course, particular attention is devoted to laboratory activities, to examine the contractual and negotiating profiles of company practice, and to the development of practical cases through class exercises that stimulate the solution of legal questions.

PREREQUISITES

It is required, for preparatory purposes, to pass Institutions of Private Law and Constitutional Law in time for the appeal in which the examination of commercial law takes place.It is required, for preparatory purposes, to pass Institutions of Private Law and Constitutional Law in time for the appeal in which the examination of commercial law takes place.For the purposes of propaedeuticity, it is required to have passed Institutions of Private Law and Constitutional Law in time for the call in which the commercial law exam is held.

TEACHING METHODS

Teaching is given through lectures, laboratory on contractual and corporate practice and exercises for a total of 54 hours of classroom teaching. During the lessons the theoretical features of the discipline and the main practical implications are exposed. As part of the laboratory activity on contractual and corporate practice, practical simulations are carried out through classroom discussion. During the exercises written opinions are given on the most frequent or interesting profiles reworked by the jurisprudence. Written tests are discussed in class in order to improve argumentation and solution skills of the proposed case.The course is taught through lectures, laboratory on contractual and corporate practice and exercises for a total of 54 hours of classroom teaching. During the lectures, the theoretical outlines of the discipline and the main practical implications are explained. In the laboratory activity on contractual and corporate practice, practical simulations are carried out through classroom discussion. In the course of the exercises, written opinions on the most frequent or interesting profiles reworked by case law are carried out. The written tests are discussed in class in order to improve the ability to argue and solve the proposed case.

SYLLABUS/CONTENT

PART ONE: Enterprise, company, competition

1. The entrepreneur

2. Company, distinctive signs, industrial property

3. The regulation of competition and consortia

PART TWO: Partnerships

1. Partnerships: types and classification

2. Simple and general partnerships

3. Limited partnership

PART THREE: Companies

1. The limited liability company

2. The single-member company. The new models of S.r.l

3. The joint-stock company

RECOMMENDED READING/BIBLIOGRAPHY

For attending students, preparation for the exam is based on the teaching materials published on AulaWeb (Lectures, Laboratory, Exercises). If the student has actively participated in the Lectures, the Laboratory and the Exercises, and is included in the list of attending students (including part-time students as workers), the exam concerns the topics covered in the lectures through the materials available on AulaWeb and those covered by M. Campobasso, Manuale di diritto commerciale, ult. ed., limited to chapters I to XIV, XVI, XVII and XXIII.
For non-attending students, the preparation of the exam is carried out on the texts edited by Vella and Bosi, "Diritto dell'impresa e dell'economia", 2017, Mulino (all chapters) together with "Diritto ed economia delle società" (limited to chapters: I. Collective enterprise and economic theory. - II. Collective enterprise and company law. - III. Partnerships. - IV. Limited Liability Company. - V. Public limited liability company. - VI. Cooperative society. - VII. Other companies with share capital. - VIII. Financial statements, statutory audits, and special-purpose assets). The teaching materials published on AulaWeb reserved for attending students cannot be used.

TEACHERS AND EXAM BOARD

Exam Board

MATTEO GARGANTINI (President)

ILARIA CERIANA

MICHELE SIRI (President Substitute)

ALESSIA MISTRETTA (Substitute)

ANNA MOLINARI (Substitute)

FRANCESCA PALAZZINI (Substitute)

THEA ROMANO' (Substitute)

FILIPPO-MARIA TURCI (Substitute)

LESSONS

LESSONS START

First semester. First lecture on Monday 19 September 2022. Updated information on the AulaWeb page.

Class schedule

The timetable for this course is available here: Portale EasyAcademy

EXAMS

EXAM DESCRIPTION

The examination takes the form of an oral interview, to be taken in Italian, both for the programme applicable to attending students and for the programme applicable to non-attending students. The exam, for students attending the class and for working students who participate in the exercises reserved for them, is divided into the three areas covered in class and includes a check of preparation with at least one question on the topics discussed in the class, one question on the topics discussed in the laboratory activities and one question on the cases addressed in the exercises and includes preparation on the manual limited to the parts indicated in the exam programme. The examination for non-attending students is divided into the three parts of the programme (enterprise and competition - partnership - corporation) and is prepared in the textbook as indicated in the examination programme for non-attending students.

ASSESSMENT METHODS

The examination aims to test the student's understanding of the theoretical concepts as well as his ability to identify and apply the relevant rules to specific concrete cases. In particular, the test will ascertain whether the student is able to identify and define legal concepts using appropriate language and whether he/she is able to identify, distinguish, know and apply the main provisions of company and commercial law.

Exam schedule

FURTHER INFORMATION

Updated information on AulaWeb. For office hours, please arrange an appointment by e-mail: Michele.Siri@unige.it