COMMERCIAL LAW
- Overview
- Assessment methods
- Learning objectives
- Contents
- Full programme
- Bibliography
- Delivery method
- Teaching methods
The student should already have undertaken all first year exams and shall have a praisable knowledge of the main private law institutions.
The exam will be in oral or in writing at the choice of the candidate. The writing test consists in 4 questions: the candidate must answer 3 of those questions in a descriptive way.
The course shall provide the students with a complete, even if concise, insight into Italian company law. First and foremost, it is crucial to illustrate the notion of entrepreneur, of which companies represent the most emblematic exemplification.
Following this logic, the first 4 or 5 lessons shall be dedicated to describing the concept of entrepreneur, comparing its general definition and all the particular types of entrepreneurship, such as the agricultural and commercial one. The course will cover important issues, from a theoretical to a more practical standpoint, concerning the company’s definition and more specifically the transfer of the latter.
Subsequently, the course shall proceed with an evaluation of the company’s general discipline, setting a distinction between the various collective forms under which a business activity may be carried on, and with a description of the Italian law governing the partnerships, as those keep on representing a material percentage of the commonly adopted entrepreneurial models.
Furthermore, numerous lessons shall be devoted to the review of the limited liability companies that, by now, since the notorious 2003 reform, embody, also from an economic standpoint, the cornerstone of the entrepreneurial activity.
The course aims at providing the students with the cognitive tools necessary to have a complete overview of the Italian company law, in particular by focusing on companies that do not appeal to risk capital markets, to which some lessons will be dedicated.
The student should also acquire basic principles in relation to cooperative companies.
The detailed program of the course is the following:
A) Definition of entrepreneur. Agricultural entrepreneur and commercial entrepreneur: the commercial entrepreneur “statute”. Definition of company and the discipline of its transfer. Company’s transfer vs. transfer of the single assets of the company.
B) General description of the companies. Companies and common ownership. Companies and other collective forms related to the exercise of enterprise.
C) Partnerships. The “società semplice” as common discipline. The “società in nome collettivo” as paradigm of commercial companies. Establishment, liability of the partners for company obligations, various types of governance and representation, contract amendments, resolution of the contract with reference to an individual partner, dissolution of the partnership. The “società in accomandita semplice”.
D) General description of limited liability companies. Incorporation of S.p.A.: process and contributions. The corporate financial structure: shares and their various categories, other financial instruments and bonds.
S.p.A.’s organizational structure, the shareholders' meeting, board of directors and controls.
F) Amendments to the memorandum and articles of association. Increase and decrease of the share capital.
G) Company liquidation and dissolution.
H) The “S.r.l.”: constitution and contributions, members’ loans, corporate governance, controls, capital increase and decrease.
I) The “s.a.p.a.”: suggestions.
J) Essential principles regarding listed companies
L) Basic principles regarding cooperative compenies
M) Extraordinary corporate transactions: transformations, mergers and demergers.
A) Definition of entrepreneur. Agricultural entrepreneur and commercial entrepreneur: the commercial entrepreneur “statute”. Definition of company and the discipline of its transfer. Company’s transfer vs. transfer of the single assets of the company.
B) General description of the companies. Companies and common ownership. Companies and other collective forms related to the exercise of enterprise.
C) Partnerships. The “società semplice” as common discipline. The “società in nome collettivo” as paradigm of commercial companies. Establishment, liability of the partners for company obligations, various types of governance and representation, contract amendments, resolution of the contract with reference to an individual partner, dissolution of the partnership. The “società in accomandita semplice”.
D) General description of limited liability companies. Incorporation of S.p.A.: process and contributions. The corporate financial structure: shares and their various categories, other financial instruments and bonds.
S.p.A.’s organizational structure, the shareholders' meeting, board of directors and controls.
F) Amendments to the memorandum and articles of association. Increase and decrease of the share capital.
G) Company liquidation and dissolution.
H) The “S.r.l.”: constitution and contributions, members’ loans, corporate governance, controls, capital increase and decrease.
I) The “s.a.p.a.”: suggestions.
J) Essential principles regarding listed companies
L) Basic principles regarding cooperative compenies
M) Extraordinary corporate transactions: transformations, mergers and demergers.
The recommended textbook is: "Campobasso, Manuale di diritto commerciale", VII edition, UTET, Torino, 2017. The first (chapters VI, VII and VIII are excluded) and second parte of the book shall be studied. For an adequate preparation, in addition to the textbook, an updated Italian "Codice Civile" shall be required.
Alternative: Patriarca-Benazzo, Diritto delle società, Zanichelli, Bologna, II^ edition, 2018. In this case, for the part regarding the entrepreneur and the "azienda" the student can use another book (manuale), if adjourned.
The course shall take place entirely through teacher-led classes. Is possible that the student are called to comment during the lessons any material of study