OVERVIEW

The course explores the legal rules concerning the enterprise with particular emphasis on intellectual property rights and corporations.

AIMS AND CONTENT

LEARNING OUTCOMES

The course explores the laws of the enterprises and it is divided in two parts: (i) the law of the firm, competition law and intellectual property, (ii) partnerships and corporations. Particular emphasis will be put on the following topics:  the legal framework of the enterprise, the company’s assets and intellectual property, unfair competition. With regards to corporate law, the course will address various aspects of partnerships and companies, including through a cross-sectoral analysis of the corporation, the capital structure, corporate governance, bylaws and voting agreements, share transfers, and the regulation of corporate groups.

AIMS AND LEARNING OUTCOMES

The aim of the course is to ensure a thorough understanding of the institutions and interests underlying commercial law, as well as the related legal and economic dynamics. Particular attention will be paid to practical case studies, through weekly oral and written exercises, to foster students' critical thinking and effective communication skills. Active participation in class will be encouraged, including through the dialectical analysis of simulated disputes.

Knowledge and understanding of the fundamentals of commercial law is divided into the following parts.

The first part of the course allows students to: (i) learn and understand the fundamental elements of an enterprise and the relationships between the latter and third parties; (ii) learn and understand the fundamental elements of competition law; (iii) learn and understand the rules of intellectual industrial property (particularly in relation to copyright, inventions and trade secrets);

The second part of the course allows students to learn and understand the methods of incorporation and organization of the various types of partnerships, with regard to both internal relationships and relationships with third parties, as well as the causes and methods of dissolution of corporate relationships.

The third part of the course provides students with an understanding of the organization of corporations (particularly limited liability companies and stock companies), with regard to both internal and external relationships, as well as the causes and methods of dissolution of partnerships. Finally, particular attention will be paid to corporate groups, management and liaison activities, and relationships between the various companies within the group.

PREREQUISITES

No prerequisites are requested for the course, apart from the need to prevously pass propedeutic courses (i.e. Istituzioni di diritto privato and Diritto costituzionale).

Since the couse is in Italian (and so the lectures and the textbook), the knowledge of Italian language is requested. 

TEACHING METHODS

Classes are held through frontal lessons and are mostly taught through an interactive approach. Therefore an active participation is requested to the student. Invidual participation is favoured. Attendance is not mandatory but highly suggested. Teaching language is Italian.

Students with valid certifications for Specific Learning Disorders (SLD), disabilities or other educational needs are invited to contact the teacher and the Department's disability liaison officer at the beginning of the course to agree on any teaching methods that, in accordance with the teaching objectives, take into account individual learning styles

SYLLABUS/CONTENT

The following topics will be covered during the lectures:

• commercial law: definition, history, sources,
• the definition of "enterprise",
• legal publicity of the enterprise,
• business organization and circulation: corporate governance,
• market competition,
• intellectual property,
• cooperation between entrepreneurs,
• the definition of "company",
• non-commercial general partnership ("società semplice"),
• general partnership ("società in nome collettivo"),
• limited partnership ("società in accomandita semplice"),
• limited liability company ("società a responsabilità limitata"),
• stock company ("società per azioni"),
• organizational profiles of limited companies ("società di capitali"),
• the phenomenon of corporate groups.

RECOMMENDED READING/BIBLIOGRAPHY

Marco Cian (a cura di), Manuale di diritto commerciale, Giappichelli Editore, ed. 2025, only for the following pages 3-55; 63-90; 97-102; 119-128; 301-567; 579-621; 637-652 (for both attending and non-attending students).

TEACHERS AND EXAM BOARD

LESSONS

LESSONS START

I semester from September 22nd to December 3th 2025.
 

Class schedule

COMMERCIAL LAW I A

EXAMS

EXAM DESCRIPTION

The exam will consist of a dialogue involving the answers to questions or the solution of practical cases. The exam will be held in Italian.  

ASSESSMENT METHODS

The students will be evaluated through the oral exam taking into consideration: (i) the knowledge of the relevant legal rules, (ii) the ability to articulate legal reasoning through a logical and systematic method, (iii) the ability to present the topics using appropriate and technical legal language.

Students who have valid certification of disability or Specific Learning Desorders (DSA) on file with the University may request the use of compensatory measures during the exams (e.g. additional time, concept maps, modifications in the written/oral mode), following the guidelines (p. 5) published here. In any case, for further information, please contact the Department’s disability liaison: Isa.Fanlo@unige.it

FURTHER INFORMATION

The Professor is available for immediate contact through email at the address andrea.ottolia@unige.it and by telephone or Whatsapp at the following number 3319144021.