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