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COMMERCIAL LAW (Cognomi A-K)

Academic year and teacher
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Versione italiana
Academic year
2021/2022
Teacher
SABRINA MASTURZI
Credits
9
Didactic period
Secondo Semestre
SSD
IUS/04

Training objectives

The goal of the course is to learn institutional knowledge and orientation skills in the private disciplines of economic initiative. For these purposes, the chosen teaching method pays particular attention to the identification of the interests at stake, the legal qualification of the fact and the legal argumentation.

At the end of the course the student will have acquired:

- the ability to orient oneself among the normative sources of commercial law;

- the knowledge necessary for the systematic connection between the different models of entrepreneurial activity;

- the ability to select the solution of practical questions from among various possible options.

Prerequisites

A good capacity for logical-legal argumentation and systematic connection are required. In strict compliance with the prerequisites, the student must also have solid knowledge of the private law of obligations and contracts.

Course programme

Part I (6 hours): 1. The company: concept, categories and statute. - 2. The company and its transfer. - 3. Consortia. - 4. The association in participation.

Part II (8 hours): - 1. Companies in general - 2. Partnerships.

Part III (16 hours): The joint stock company. - 1. Constitution, share capital and assets. - 2. The financial structure: shares, bonds and participatory financial instruments. - 3. Governance: assembly; administration and controls. - 4. Amendments to the statute and withdrawal. - 5. - Extraordinary operations: transformation, merger and demerger - 6. Dissolution and liquidation.

Part IV (20 hours): Limited Liability Company. - 1. Constitution, assets and shares. - 2. Corporate governance: decisions of shareholders, administration and controls. - 3. Statutory changes and withdrawal.

Part V (2 hours): 1. Cooperative societies: the mutual purpose and the open door principle. - 2. The financial structure. - 3. Governance.

Part VI (11 hours): 1. The business crisis - 2. Bankruptcy - 3. Arrangement with creditors - 4. Debt restructuring agreements - 5. Composition of the over-indebtedness crisis.

Exercises (9 hours) : preparing for the writting test

Didactic methods

The course includes 63 hours of lessons, which will be given in the manner decided by the institutional bodies in relation to the progress of the pandemic emergency and the availability of classrooms, and 9 hours of exercises.

Learning assessment procedures

Learning assessment procedures
The exam consists of a written test which includes 15 questions, 10 of which multiple choice (you have to choose between multiple options, the only one being correct. 2 points are awarded to each correct answer; no points are subtracted from incorrect answers) and 5 open answer (with limited number of lines for the answer. Each correct answer is awarded 2 points; no points are subtracted from incorrect answers).
Exposure order and command of language are required for evaluations above 25/30.
Students who attend at least 2/3 of the course of the lessons in the presence will be able to take an intermediate test on the part of the program dedicated to corporate law and insolvency procedures. The positive outcome of the test will give them the right to access the second part of the exam to be taken on company law alone in one of the institutional exams of June / July or September 2022.
All students who have achieved a grade of at least 25/30 and who wish to try to increase the final grade, within 24 hours of verbalizing the outcome of the written test in the "with acceptance / refusal of grade" mode, can ask the teacher by email to take an oral interview on the entire exam program.

Reference texts

1) Commercial law manual, edited by M. Cian, IV edition, 2021, Giappichelli.

Only for the parts corresponding to the exam program

2) Civil Code updated to 2021.