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

1. Knowledge and understanding: The student will be able to describe the institutional profiles
of commercial law (content) based on the study of textbooks and lectures (condition).
2. Applying knowledge and understanding: The student will be able to apply the acquired
knowledge (content) to practical cases presented during the course (condition).
3. Making judgments: The student will be able to autonomously assess legal issues (content)
related to commercial law institutions, also through the analysis of concrete cases (condition).
4. Communication skills: The student will be able to use the technical language of the
discipline (content) to communicate with both specialist and non-specialist interlocutors during
classroom discussions or exams (condition).

PREREQUISITES

No specific requirements are envisaged

TEACHING METHODS

Lectures and case analysis. The teacher provides support for students with learning disabilities or disabilities, according to the University's procedures. Attendance is not
compulsory.

SYLLABUS/CONTENT

Enterprise and partnerships
1. Introduction to the course. The entrepreneur (definition and analysis of essential elements)
2. Categories of entrepreneurs (agricultural, commercial, small)
3. Family business, public/private enterprise. Elements not present in art. 2083: lawfulness,
intellectual professions, attribution of business activity (hidden entrepreneur)
4. Start and end of business activity; capacity and business. Status of commercial
entrepreneur (business register and accounting records)
5. Status of commercial entrepreneur: representation, insolvency procedures. Business
(definition, transfer and lease, contract form, effects on transferor, contracts, credits and
debts)
6. Distinctive signs of the entrepreneur: company name, trademark. Copyright and patents.
7. Companies: evolution, definition and distinctive elements (contributions, corporate activity).
Distinctive elements of companies (profit purpose); distinction from associations, foundations,
ATI, co-ownerships
8. Types of companies and legal personality. Simple partnership and general partnership
(formation, irregular, de facto, hidden partnerships)
9. Simple partnership and general partnership (partners' obligations; participation in
profits/losses, liability, amendments to articles of association)
10. Simple partnership and general partnership (management and representation, partners'
decisions)
11. Simple partnership and general partnership (dissolution of individual partnership bond and
dissolution of the company)
12. Limited partnership (liability and company name, controls, transfer of shares and
dissolution)
Corporations

13. Introduction to corporations. Joint-stock company (definition, essential features);
distinction between public/private companies; further reduction of liability (single-member
companies and segregated assets)
14. Joint-stock company: formation, defects in the articles of association (nullity).
Shareholders' agreements
15. Joint-stock company: contributions (cash, in-kind and receivables)
16. Joint-stock company: contributions (in-kind and receivables, exceptions to the sworn
appraisal) Shares (shares and share capital)
17. Shares: ordinary and special category shares; participatory financial instruments,
restrictions on shares (pledge, usufruct, attachment)

18. Limits to the circulation of shares, legal and contractual (transactions in own shares, cross
and significant holdings)
19. Corporate bodies: the general meeting (competence and convening)
20. General meeting (procedures, formation and operation)
21. General meeting: invalidity of resolutions. Administrative body (general aspects,
appointment, remuneration)
22. Directors: (termination of office, internal structure, delegation of powers, directors'
interests)
23. Directors: liability. Board of statutory auditors: composition, appointment, termination
24. Board of statutory auditors: functions and operation. External controls (auditing)
25. External controls: art. 2409. Alternative management systems; one-tier and two-tier
systems.
26. Notes on accounting books and financial statements. Principles in the preparation of
financial statements
27. Amendments to the articles of association (competence, procedures); right of
withdrawal/causes, exercise procedures
28. Right of withdrawal (determination of the amount to be paid, reimbursement procedure).
Bonds
29. Special amendments to the articles of association: increase in real and nominal capital;
reduction in real and nominal capital
30. Dissolution and liquidation (causes of dissolution, procedure, removal from the business
register)
31. (End of dissolution.) Partnership limited by shares: differences from joint-stock company
(name, management, liability). Cooperative company
32. Limited liability company: distinctive features (formation, contributions, financing, shares,
LLCs and SMEs)
33. Limited liability company: withdrawal/exclusion of partner, partners' decisions,
management, supervisory body, amendments to articles of association. Simplified LLC
34. Management and coordination activities; company groups.
35. Extraordinary operations (transformation, merger, demerger). Notes on insolvency
procedures
+ one lesson dedicated to the intermediate written test

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

First semester. For the starting dates, please refer to the timetable published on the Department website.

Calendario didattico | DIEC

Class schedule

The timetable for this course is available here: Portale EasyAcademy

EXAMS

EXAM DESCRIPTION

An intermediate written test on the first part of the course (see programme §§ 1-12) and an
oral exam on the second part of the course (see programme §§ 13-35). 

The exam methods are the same for Erasmus students and other groups.

ASSESSMENT METHODS

The exam will cover the programme of the course. 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. The assessment of learning outcomes will be carried out through
questions verifying knowledge of institutional profiles, the ability to apply knowledge to practical cases, autonomy of judgment, and the use of technical language.

FURTHER INFORMATION

Please contact the teacher for further information not included in the teaching unit form.