COMMERCIAL LAW
- Overview
- Assessment methods
- Learning objectives
- Contents
- Full programme
- Delivery method
- Teaching methods
None
The assessment concerning the course consists of an oral or, in alernative, a written exam in accordance with the candidate's choice.
During the oral examination, the professor evaluates the candidate by asking some questions in order to establish, among other things, the ability of the student to make approrpiate connections between the different parts of the course and so to understand its level of academic preparation.
As for the written examinztion, the candidate is required to answer to, in a descriptive manner, three out of the four formulated questions. The test is designed to enable the professor to have a thorough scrutiny of the candidate's level of preparation
The aim of the course is to give students necessary tools to understand the rules concerning the operativity of the enterprises and companies, developing the concrete ability to identify and solve the most recurring issues, recognize the problems underlying the operating rules and arrive at reasoned and sharable solutions.
Since the porpose of the course is to learn reasoning tools relating the most well-known problems of the business and societies, the didactic approach must necessarily starts from the study and analysis of the individual rules and individual institutes, which must necessarily be studied, to srrive at the concrete application of the rules, also using recurring cases.
The method, therefore, is of a theoretical-practical nature, in keeping with the context of a course of study of an economic nature.
At the end of the course the student:
1. will know and will be able to frame the legal profiles of the individual and collective enterprise covered by the course program;
2. will be able to apply the knowledge thus acquired in the basis of a correct understanding of the issues that will arise from time to time;
3. will acquire an appropriate legal language that allows the knowledge acquired to be communicated, in a clear and effective way, to specialist or non-specialist interlocutors;
4. will have acquired the necessary bases and skills to further study in various sectors of corporate law.
The lectures are dedicated to the study of business and companies, dealing in particular with the following topics:
1. The notion of the business; business categories; organizational models.
2. The business organization (accounting recorda, collaborators and business).
3. The company: the notion and types of company; the partnership agrrement: the purpose of the company.
4. partnerships: typological and organizational characteristics of partnerships, general partnerships and limited partnerships: asset organization and relations with third parties; relations between shareholders and the corporate administration; the dissolution of the company.
5. Companies: typological and organizational characteristics of the companies; the set up of a company; asset organization and relations with third parties; relations between shareholders and the corporate administration; the dissolution of the company.
As for the distibution of hours, the issues of business and partenrship will absorb a third of available lecturers, the remaining hours will be dedicated to companies.
The detailed program of the course is the following:
A) Definition of entrepreneur. Agricultural entrapreneur and commercial entrepreneur. Definition of business and the discipline of its transfer. Business's tranfer vs. transfer of the single assets of the company.
B) General description of the companies. Companies and common ownership. Comapanies and other collective formsrelated to the exercise of enterprise.
C) Partnerships. The "società semplice"as common discipline. The "società in nome collettivo" as paradigm of vommercial companies. Establishment, liability of the partners sor company obligations, various types of governance and representation, contracto 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 catagories, othe financial instruments and bonds.
E) The S.p.A.' arganizational structure, the shareholders' meeting, board of directors and controls.
F) Suggestions of AI algorithmic decisions.
G)Amendments to the memorandum and articles of association: increase and decrease of the share capital.
H) Company liquidation and dissolution
I) The "s.r.l.": constitution and contributions, members' loans, corporate governance, controls, capital increase and decrease.
J) The "s.a.p.a.": suggestions.
M) Basic principles regarding cooperative companies
N) Extraordinary corporate transactions: transormations, mergers and demergers.
The course shall take place entirely through teacher-led classes
Professors
Borrowers
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Degree course in: Economia e management dell'innovazione e della sostenibilità