OVERVIEW

The course examines the law of Italian companies and enterprises. In particular, the programme covers the following topics: enterprises, sole proprietorships, partnerships and corporations, distinctive signs and intellectual property law, the main features of insolvency law. With regard to company law, the course focuses on the legal framework of their financial structure, as well as the corporate governance rules of both private and listed companies.

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 the tools to understand business and company law. This understanding concerns two main profiles: (i) one of a more theoretical nature, consisting in the assimilation of the economic and financial reasons that explain the conformation of the discipline of commercial law; (ii) the second of a more practical nature, to be acquired through laboratory activities, promoting the study of the contractual and negotiation profiles of corporate practice. In particular:

• By the end of the first part of the course, students will be able to: (i) understand and remember the function of the institutions that regulate the relations between the company and third parties; (ii) understand and remember the basic elements of the legal framework on competition; (iii) understand and remember the regulation of distinctive signs and intellectual property law;
• By the end of the second part of the course, students will be able to: (i) understand and remember the main features of companies in general, including the different declinations of the corporate purpose and the role of sustainability; (ii) understand and remember the legal basis of the organisation of partnerships and the financial implications of such a discipline; (iii) apply the rules relating to the incorporation and dissolution of corporate relationships in partnerships;
• By the end of the third part of the course, students will be able to: (i) understand and remember the organisational aspects and discipline of corporations as well as the financial implications of such discipline; (ii) apply the rules relating to the incorporation and transfer of corporate interests in corporations;
• By the end of the fourth part of the course, students will be able to understand and remember the basic aspects of the regulations on a company in distress or insolvency;
• By the end of the course, students will be able to communicate effectively in written and oral form, adapting their communication to the specific context, and will be able to manage their interactions with a collaborative attitude and through constructive communication.

PREREQUISITES

To take the exam, students are reuired to pass the exams on Instituions to Private Law and Constitutional Law.

TEACHING METHODS

The course consists of a total of 54 hours of lectures, workshops on contract and corporate practice, and exercises. 

- The lectures will explain the theoretical foundations of the discipline and its main practical implications. 

- During the exercises, which are held in the context of the lectures, written opinions on the most common or interesting profiles dealt with by the jurisprudence are prepared through group activities: the students are encouraged to participate actively in order to improve their expository and argumentative skills.

- In the context of workshops on contractual and corporate practice, practical simulations are carried out through group activities, by means of classroom discussion of examples of the application of the rules on company law and the creation and operation of companies.

Active participation in tutorials and workshops, together with achieving the status of attending student, is a necessary condition for obtaining the following Open Badges: (i) functional literacy (basic level); (ii) social competence (basic level).

Students (including part-time workers) who have actively participated in lectures, tutorials and laboratories and who are on the relevant list are considered to be in attendance. For this purpose, attendance of at least 75% of the total number of lectures (including tutorials) and workshops is required.

SYLLABUS/CONTENT

PART ONE: enterprise, entrepreneur, competition law

1. The entrepreneur 
2. Company, trademarks and other distinctive signs, industrial property 
3. Competition law and consortium

PART TWO: partnerships
1. Partnerships and companies in general
2. ‘Società semplice’ and ‘società in nome collettivo’ 
3. ‘Società in accomandita semplice’ 

PART THREE: Corporations
1. ‘Società per azioni’
2. ‘Società a responsabilità limitata’ 
3. Corporations with a single shareholder. New models of ‘SRL’

PART FOUR: insolvency proceedings
1. Business distress: general features
2. Bankruptcy
3. In-court insolvency proceedings and out-of-court insolvency proceedings

RECOMMENDED READING/BIBLIOGRAPHY

1) For attending students (as defined above) the preparation of the examination is carried out exclusively on the volume M. Campobasso, Manuale di diritto commerciale, UTET, 2022, limited to chapters 1 to 14 (pages 13-217), 16 and 17 (pages 235-294), 19 to 23 (pages 313-357), 44 (pages 587-599), 46 (pages 647-671) and 49 (pages 691-701). The teaching materials published on AulaWeb (Lectures, Laboratory, Exercises) support the understanding of the textbook.   

2) For non-attending students, the exam should be prepared exclusively on the volume M. Campobasso, Manuale di diritto commerciale, UTET, 2022, limited to chapters 1 to 26 (pages 13-405), and 44 to 49 (pages 587-701). 

3) For non-attending students as full-time workers and for students, whether attending or not, with learning difficulties, the preparation of the examination is carried out exclusively on the text of M. Campobasso, Manuale di diritto commerciale, UTET, 2022, limited to chapters 1 to 7 (pages 13-96), 10 to 14 (pages 123-217), 16 and 17 (pages 235-294), 19 to 24 (pages 313-377), 44 (pages 587-599), 46 (pages 647-671) and 49 (pages 691-701).

TEACHERS AND EXAM BOARD

Exam Board

DILETTA LENZI (President)

IUNIO GIRAUDO

MATTEO GARGANTINI (President Substitute)

ILARIA CERIANA (Substitute)

CLAUDIO COEN (Substitute)

ALESSIA MISTRETTA (Substitute)

ANNA MOLINARI (Substitute)

FRANCESCA PALAZZINI (Substitute)

LESSONS

LESSONS START

Second semester. The timetable can be found on EasyAcademy.

Class schedule

The timetable for this course is available here: Portale EasyAcademy

EXAMS

EXAM DESCRIPTION

The exam takes the form of an oral interview, to be taken in Italian, both for attending and non-attending students. The exam is structured with one question on each of the four parts of the course programme.

Attending students only will have the opportunity to take a written mid-term exam at the end of the course, consisting of open-ended questions on parts one, two and three of the programme. The midterm remains valid throughout the academic year. 

ASSESSMENT METHODS

The purpose of the exam is to verify student understanding of theoretical concepts and their ability to identify and apply the relevant rules to specific cases. In particular, the exam will assess: (i) whether the candidate is able to identify and define legal concepts using appropriate language; (ii) whether he/she is able to identify, distinguish, know and apply the main provisions that constitute businss law, company law and corporate insolvency law. In order to pass the exam, it is therefore necessary: (i) to have understood the legal requirements to which the regulation of commercial and company law responds; (ii) to remember the ways in which this regulation addresses these requirements; (iii) to be able to apply these principles to specific concrete cases.

Students with a disability or SLD certification may request the use of compensatory measures (e.g. additional time, concept maps and diagrams, modifications in the written/oral mode) during the examination, following the procedure indicated in the guidelines (p. 5) published here.

Exam schedule

FURTHER INFORMATION

Updated information is available on AulaWeb.