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CODE 59823
ACADEMIC YEAR 2024/2025
CREDITS
SCIENTIFIC DISCIPLINARY SECTOR IUS/04
LANGUAGE Italian
TEACHING LOCATION
  • GENOVA
SEMESTER 1° Semester
SECTIONING Questo insegnamento è diviso nelle seguenti frazioni:
  • A
  • B
  • C
  • PREREQUISITES
    Propedeuticità in ingresso
    Per sostenere l'esame di questo insegnamento è necessario aver sostenuto i seguenti esami:

    OVERVIEW

    The course focuses on the discipline of commercial law (entrepreneur, company, distinctive signs, copyright, industrial inventions, partnerships and companies) contained in the Civil Code and in the complementary laws.

    AIMS AND CONTENT

    LEARNING OUTCOMES

    The course aims at providing a general knowledge of principles and rules of commercial and corporate law, and at helping the students to develop a critical approach to regulation, taking into account the contributions of the legal scholarship, the decisions of the Courts and the economic and social impact of regulation.

    AIMS AND LEARNING OUTCOMES

    Knowledge and understanding: Students must acquire adequate knowledge of the institutional profiles of the subject.

    Ability to apply knowledge and understanding: Students must be able to apply the knowledge acquired in future work experiences; for this reason, the course will illustrate practical cases.

    Autonomy of judgment: Students must be able to use both conceptual and operational knowledge acquired with autonomous assessment skills.

    Communication skills: Students must acquire the technical language typical of the discipline to be able to relate with specialist interlocutors and non-specialists

    TEACHING METHODS

    Lectures and case analysis.

    SYLLABUS/CONTENT

    Enterprise and partnerships

    Introduction to the course. The entrepreneur in general. Entrepreneur and intellectual professional

    Categories of entrepreneurs (agricultural, commercial and small). Family company

    The status of the commercial entrepreneur (business register and accounting records), representation commercial entrepreneur. Lawfulness and unlawfulness of business activity, hidden entrepreneur

    Company, trademarks, copyright and patents

    Company: evolution, notion and distinctive elements (contributions, social activity) Distinctive elements of society (for profit); distinction from associations, foundations, ATI, communions

    Types of company and legal personality. The s.s. and the s.n.c. (constitution, irregular, de facto, hidden companies)

    The s.s. and the s.n.c.  (obligations of the members; participation in profits/losses, liability)

    The s.s. and the s.n.c. (amendments to the articles of association, administration and representation, decisions of shareholders)

    The s.s. and the s.n.c. (dissolution of individual social bond)

    The s.s. and s.n.c. (dissolution company) La s.a.s. (liability and company name)

    The s.a.s. (controls, transfer of shares and dissolution)

    Stock company

    S.p.a. (concept, essential characteristics); distinction between open/closed societies; further reduction in liability (single-person companies and assigned assets)

    S.p.a.: constitution, defects constitutive act (nullity). Shareholders' agreements

    S.p.a.: contributions (money, nature and credits)

    S.p.a.: contributions (nature and receivables, exceptions to the statutory report) Shares (shares and share capital)

    Shares: ordinary and special category shares; participatory financial instruments, restrictions on shares (pledge, usufruct, attachment)

    Limits to the circulation of legal and contractual actions (transactions in own shares, mutual and significant holdings).

    Organi sociali: the meeting (competence and convocation)

    General meeting (modalities, constitution and operation)

    General meeting: Invalidity of deliberations. Administrative body (general matters, appointment, compensation)

    Directors: (termination of office, internal structure, delegation of powers, interests of directors)

    Directors: liability. Board of Auditors: composition, appointment, termination

    Board of auditors: functions and functioning. External controls (auditing)

    External controls: 2409. Alternative systems of administration; monistic and dualistic

    Books and financial statements. Principles in the preparation of the financial statements

    Amendments to the by-law (jurisdiction, modalities); right of withdrawal/causes, procedures for exercise)

    Right of withdrawal (determination of value to be settled, procedure for repayment). Bond

    Special amendments to the articles of association: increase in real and nominal capital; reduction in real and nominal capital

    Winding up (cases winding up, proceedings, removal from the RI)

    (End of dissolution.) SAPA: differences from SPA (name, administration, liability). The Cooperative Society

    s.r.l.: distinctive features (constitution, contributions, loans, shares)

    s.r.l.: shareholders' decisions, administration, supervisory body, amendments to the articles of association. s.r.l. semplificata

    Transformation. Merger and division. Overview of insolvency proceedings

    RECOMMENDED READING/BIBLIOGRAPHY

    G.F. CAMPOBASSO, Diritto commerciale, Utet, Torino, vol. 1, last published edition, pp. 1-216; vol. 2, last published edition, all (pp. 1-300, 305-438, 447-672).

    The student, with prior agreement with the teacher, may use other manuals.

    TEACHERS AND EXAM BOARD

    LESSONS

    LESSONS START

    I semester

    Class schedule

    The timetable for this course is available here: Portale EasyAcademy

    EXAMS

    EXAM DESCRIPTION

    The  exam will concern the program of the course

    ASSESSMENT METHODS

    The exam will be held in oral form during which the mastery of the topics and the ability to use the correct legal terminology will be verified. There is an optional intermediate written test related to the first part of the course. Repetition of the exam: There is no appeal jump. There are no differences in texts or exams for non-attending students

    Agenda 2030 - Sustainable Development Goals

    Agenda 2030 - Sustainable Development Goals
    Quality education
    Quality education
    Gender equality
    Gender equality
    Decent work and economic growth
    Decent work and economic growth