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

The course aims to provide, through lectures, seminars and classroom exercises, the fundamental knowledge on the subject of partnerships, joint-stock companies and business crises, having as its primary purpose that of training people able to learn independently, self-motivating , self-regulating and self-evaluating

Ability to apply knowledge and understanding Students must be able to apply the knowledge acquired and to understand and solve legal problems and problems of interpretation of the rules on business, company, distinctive signs, advertising and competition.

Autonomy of judgment Students must be able to use the acquired knowledge both on a conceptual and operational level with autonomous assessment skills and skills in the various application contexts. This in particular will be solicited as part of the exercises provided within the course. These exercises, which will be held during the lesson time, focus, among other things, on the solution of concrete cases, a technique that is very useful for exercising autonomously translating the rules studied into tools for resolving controversial cases.

Communication skills Students must acquire the technical language typical of the discipline to communicate clearly and without ambiguity with specialist and non-specialist interlocutors. This in particular will be solicited as part of the exercises provided within the course. These exercises, which will be held during class time, concern among other things the presentation in the classroom of cases and sentences that the students themselves will analyze, accompanied by a specific assessment by the teacher which will cover four aspects of the presentation:

analytical skills

ability to synthesize

clarity of presentation

correct terminology.

Learning skills Students must develop adequate learning skills that allow them to continue to investigate independently the main issues of the discipline, especially in the work contexts in which they will work. This in particular will be solicited through the seminars that will be held within the course.

PREREQUISITES

It is required to pass the commercial law exam I

TEACHING METHODS

The course aims to provide the student with the legal and conceptual tools to understand the functioning of business through:

- Frontal lessons

- In-depth seminars held by external experts

- practical exercises that allow you to better absorb and retain the notions provided in class

- group exercises which will aim at the design of a company, the resolution of practical problems and the representation of a simulated process.

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

Exam Board

SIMONETTA RONCO (President)

MARTINA AZZOLINO

VALENTINA TUFO (Substitute)

LESSONS

LESSONS START

I semester from 14 September 2024

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.