COMMERCIAL LAW
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- Versione italiana
- Academic year
- 2022/2023
- Teacher
- DAVIDE SARTI
- Credits
- 15
- Didactic period
- Primo Semestre
- SSD
- IUS/04
Training objectives
- The subject of the course is private law of economic activity: which is examined under the viewpoint of market transparency and efficiency, with special reference to corporations.
Principali conoscenze acquisite. Knowledge of principles of the law of enterprises, in comparison with general principles of private law: concerning the rules of organization of and accountability of business; to the law of contracts with creditors and financiers; to antitrust and competition law. Knowledge of structure and organization of partnerships and corporations. Knowledge of corporate financial structure. Knowledge of interests of shareholders, creditors and other stakeholders. Knowledge of corporate governance and accountability questions. Knowledge of interests of shareholders and creditors in corporate holdings. Knowledge of listed companies and financial problems arising from listing. Knowledge of the different characters of profit and cooperative corporations.
Principali abilità. Attendants will be able to master problems arising from the following conflicts and litigations: conflicts between entrepreneurs and creditors; conflicts between competitors; conflicts between partners, shareholders and creditors, with special reference to financial creditors; conflicts between corporations and financial market investors. Prerequisites
- Skill in Italian language and grammar. Skill in logical reasoning in terms of law and law correlation. Previous exam of Private law (Diritto privato) and Constitutional law (Diritto costituzionale) is needed. Knowledge of the basics of contract law, breach of contract liability law and tort law is required. Knowledge of Economics (Economia politica) is recommended.
Course programme
- I. Enterprises. Notion, business, structure and assets (manual, vol. I, pp. 23-160, ca. 10 hrs. lessons). 1. Legal notion. – 2. Typologies. - 3. Ownership and liability. Start and end of the business. – 4. Registration. - 5. Accounting. – 6. Business agents. – 7. Business assets. – II. Business and market (manual, vol. I, 69-184, 194-217, 223- 238, 385-401, ca. 14 hrs. lessons). 1. Unfair competition law. – 2. Antitrust law. – 3. Distinctive signs: general principles; commercial name and banner. – 4. Cheques and notes: general principles. – 5. Bankruptcy: general principles. Insolvency and insolvency procedure subjection. - III. Partnership and corporation business. Partnerships (manual, vol. III, pp. 1-173, ca. 12 hrs. lessons). 1. General notions. Typologies. – 2. Partnerships. - IV. Shareholder companies. Foundation, events and financial structure (manual, vol. III, pp. 175-394, ca. 18 hrs. lessons). 1. Notion, foundation and events. – 2. Legal capital and shareholders provisions. – 3. Shares. – 4. Bonds and other financial instruments. – V. Corporate Governance and audit (manual, vol. III, pp. 395-628, ca. 15 hrs. lessons). 1. General meeting. – 2. Board. - 3. Internal and external audit. – 4. Alternate corporate governance systems. - 5. Accounting and balance sheet. – VI. Other corporations (manual, vol. II, pp. 667-760, ca. 6 hrs. lessons). 1. Share limited company. – 2. Limited liability company: notion, foundation, events and financial structure. – 3. Corporate governance. – VII. Cooperative companies (manual, vol. II, pp. 829-865, ca. 4 hrs. lessons). VIII. Special operations (manual, vol. II, pp. 761-790, pp. 869 - 925, ca. 5 hrs. lessons). 1. Termination and settlement of assets. – 2. Transformation. - 3. Merger and spin-off. - IX. Direction holdings. Listed companies (manual, vol. II, pp. 795-819, 629-665, ca. 6 hrs. lessons). 1. Holdings and direction. – 2. Public investment offers. Public tenders. – 3. Listed companies’ special rules.
Didactic methods
- 90 hrs. Lectures. Lectures will try to make references to the daily practice of small-medium enterprises, and to cases learnt from the most crucial chronicle experiences of big enterprises.
Lectures will cover the entire program.
The program does not make difference between attending and non-attending students.
Attendance is useful for comprehending the topics, especially the most difficult ones, and for focusing attention on the most important subjects.
Combined with home study and confrontation with the textbook during the whole course, and associated with an autonomous reworking of essential concepts explained, attendance should make it easier to achieve high evaluations. Learning assessment procedures
- Oral examination. 4-5 questions will be posed to attendants. At least two questions will concern general problems regarding company law (topics III-VI). Knowledge of these topics is needed to pass the exam. Order of exposition and proper language is needed to get a good evaluation (25 or more). Top evaluations (27-30) require problem-solving skills in cases not directly handled in the manual.
The program does not make difference between attending and non-attending students. Reference texts
- Cian (editor), Diritto commerciale, Giappichelli, Torino, 2020, in the following parts:
vol. I, pp. 23-160; 169- 184; 194-238; 385-401;
vol. III, pp. 1-819; 829-865; 870-925.
