OVERVIEW

The course is dedicated to business and company law. It addresses the general legal framework for the entrepreneur and that of the commercial entrepreneur, with particular regard to the regulation of the firm, competition law as well as trademarks and intellectual property. As to companies, the course deals with examines the financial and governance profiles of partnerships and corporations.

AIMS AND CONTENT

LEARNING OUTCOMES

This course covers business and company law. It is divided into three parts, respectively dedicated to (i) the firm, competition law, and intellectual property, (ii) partnerships, and (iii) joint-stock companies and cooperatives. The course examines the various legal aspects of companies, with a special focus on the legal framework of the enterprise, company assets, trademarks, and intellectual property. Regarding business organisations, the course addresses various aspects of partnerships and companies, including, through a comparative analysis, incorporation, capital structure, corporate governance, bylaws and voting agreements, share transfers, and the regulation of corporate groups.

AIMS AND LEARNING OUTCOMES

The course provides students with the ability to understand the fundamentals of the regulation of business activity, both in general terms and with regard to partnerships and corporations.

The teaching combines two approaches: (i) a theoretical one, which focuses on the economic and financial rationale of business law; (ii) a practical, through in-class activities, which allows examining the contractual elements of business practice.

In more detail, the learning and understanding the fundamental elements of business will occur as follows:

• The first part of the course shall lead the students to: (i) understand and learn the rationale underpinning the rules on the relationship between the firm and third parties (including the role of business registries); (ii) understand and learn the fundamental elements of competition law; (iii) understand and learn the regime on trademark and intellectual property;
• The second part of the course shall lead the students to: (i) understand and learn the organization of partnerships, with regard to both internal relationships and relationships with third parties (in general and separately for each type of company); (ii) learn how to apply the rules relating to the creation and winding-up of partnerships.
• The third part of the course shall lead the students to: (i) understand and learn the organization of corporations and cooperatives, with regard to both internal relationships and relationships with third parties (in general and separately for each type of company); (ii) learn how to apply the rules relating to incorporation and transfer of shareholdings in corporations.

In general, the course is also aimed at improving the students’ ability to communicate effectively in written and oral form and manage social interactions with a collaborative and constructive attitude.

PREREQUISITES

No specific requirements to meet beyond those set forth by the applicable regulations.

TEACHING METHODS

The course is delivered through lectures, in-class exercises and seminars for a total of 54 hours of classroom teaching.
- The lessons address the theoretical grounds of business law.
- In-class exercises address the most frequent or interesting cases taken from the case law. Students are invited to actively participate and draft, in class and in groups, a draft opinion in written form to be discussed in the classroom, so as to strengthen their argumentation and public speaking skills.
- Seminars deal with contractual and corporate practices and involve the simulation of examples concerning the application of business rules and of the incorporation and functioning of companies.

Active participation in the classroom by regularly attending students is a necessary condition for obtaining the following Open Badges: (i) functional alphabetic competence (basic level); (ii) social competence (basic level).

The teaching language is Italian.

Students with valid certifications for Specific Learning Disorders (SLD), disabilities or other educational needs and having complied with Unige procedures (described here) who need compensatory measures to prepare the exams or during the exams are invited to contact the teacher 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. For requesting Unige services for students with disabilities and other information, please visithttps://giurisprudenza.unige.it/serv_disabili. For further information, please visithttps://unige.it/disabilita-dsa and contact the Department's disability liaison officer (isa.fanlo@unige.it)

SYLLABUS/CONTENT

PART ONE: business, company, competition
1. The entrepreneur
2. The firm, trademarks and intellectual property
3. The regulation of competition and consortia

PART TWO: partnerships
1. Partnerships: types and classification
2. Unlimited partnerships
3. Limited partnerships

PART THREE: corporations and cooperatives
1. The joint-stock company
2. The limited liability company
3. The single-member company. The new LLC models

RECOMMENDED READING/BIBLIOGRAPHY

1) For attending students, the course handbook is: Marco Cian (ed), Manuale di diritto commerciale, Giappichelli Editore, VI ed., 2025 (or a more updated edition, if available): Section I, Section II (with its introduction), Section III, Section IV, Section V (only the First Chapter), Section VI, Sections VIII to XI.

Materials made available on AulaWeb can help with the preparation but are not mandatory readings.  

Students qualify as attending students (including when they have a part-time working contracts) when they attend classes (lectures, in-class exercises and seminars) and are included in the list of attending students. This requires an attendance of at least 75% of classes (including lectures and in-class exercise as well as seminars).

2) For non-attending students, the handbook is: Marco Cian (a cura di), Manuale di diritto commerciale, Giappichelli Editore, VI ed., 2025 (or a more updated edition, if available): Introduction, Section I, Section II (with its introduction), Section III, Section IV, Section V (only the First Chapter), Section VI, Sections VIII to XV and Sezione XVI (only § 76). 

3) For non-attending students that have a full-time working contract, the handbook is: Marco Cian (ed), Manuale di diritto commerciale, Giappichelli Editore, VI ed., 2025 (or a more updated edition, if available): Introduction, Section I, Section II (with its introduction), Section III, Section IV, Section V (only the First Chapter), Section VI, Sections VIII to XIII.

4) For students who have valid certification of disability or Specific Learning Disorders (DSA) on file with the University the course handbook is: Marco Cian (ed), Manuale di diritto commerciale, Giappichelli Editore, VI ed., 2025 (o edizione successiva, se disponibile), limitatamente alle seguenti parti: Section I, Section II (with its introduction), Section III, Section IV, Section V (only the First Chapter), Section VI, Sections VIII to XI.

TEACHERS AND EXAM BOARD

LESSONS

LESSONS START

Lectures will take place during the first semester, from September to November, according to the academic calendar. Further information can be found on EasyAcademy

Class schedule

The timetable for this course is available here: Portale EasyAcademy

EXAMS

EXAM DESCRIPTION

The exam takes place in the form of an oral interview, to be taken in Italian. The exam includes at least one question on each of the three parts of the course (business and competition law - partnerships - corporations and cooperatives) and is prepared on the parts of the manual indicated in the reading materials (depending on frequency, full-time work commitment and certification of disability or DSA diagnosis).

Only for those students who have fulfilled the regular attendance requirements indicated in the teaching schedule, there is the possibility of taking a partial intermediate test in written form, consisting of open-ended questions on the first and second parts of the program. The partial test result will remain valid for the entire academic year.

ASSESSMENT METHODS

The exam, both in its written and oral form, aims to verify the understanding of the theoretical notions as well as the ability to identify and apply the law to specific practical cases. In particular, the test ascertains: (i) the ability to identify and define legal concepts using appropriate language; (ii) the ability to identify, distinguish, remember and apply the main provisions that make up business and company law.

To successfully pass the exam it is therefore necessary to: (i) understand which regulatory needs the business and company law respond to; (ii) remember in what terms the law addresses the aforementioned needs; (iii) be able to apply this knowledge to specific practical cases. In the determination of the grade, whether during the oral or written exams, a crucial role is played by the understanding of the rules as well as to language clarity.

Active participation in seminars and laboratories is -- together with regular attendace above the minimum threshold -- a requirement to obtain the relevant Open Badges: (i) functional competence and literacy (starting level ); (ii) social competence (starting level). In more detail, both badges are granted only to students that qualify as attending and, at the same time, attend at least 75% of the laboratories.

Students having a valid certification of disability or Specific Learning Disorders (DSA)  may request the use of compensatory measures during the exams (e.g. additional time and/or concept maps), 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

Additional information may be posted on AulaWeb during the course