Teaching code

4S00494

Academic staff

Anna Genovese, Federica Pasquariello

Coordinator

Anna Genovese

Credits

9

Language

Italian

Scientific Disciplinary Sector (SSD)

IUS/04 - BUSINESS LAW

Period

Primo semestre (lauree magistrali) dal Oct 3, 2022 al Dec 23, 2022.

Lessons timetable Moodle Seminars 0

Learning objectives

The course focuses on some of the most complex issues concerning enterprise law and company law, with more specific examination of the company's transformations, divisions, mergers and corporate groups on the one hand; and of the bankruptcy law (regulatory framework of Arrangements with creditors and Liquidations; overindebted consumer, according to Codice della crisi 2019) on the other hand. Finally, the student is expected to show deep knowledge about those items, even matching each other, considering both corporate group in financial crisis and corporate reorganization techniques, in case of plan for an arrangement with creditors on a going concern basis.

Prerequisites and basic notions

Institutional knowledge of commercial law

Program

Module 1: for the legal part of groups of companies, the regulation on the management and coordination of companies, the regulatory profile of the lucrative company belonging to the group and private and statutory autonomy in group law. For the right part of extraordinary operations, transformations, mergers, demergers, operations on share capital. Module 2: for the legal part of the crisis, institutional notions on the crisis and business insolvency. The application of extraordinary transactions in the negotiation procedures of the crisis. The crisis and group insolvency. Optional: the study of EU Reg 848/2015 in English. The topics of module 1 will be studied on: U. Tombari, Law of business groups, Milan, 2010 (all, with the exception of only chapter IV); and A. Nigro (edited by), Law of extraordinary transactions, Bologna, 2022 (all, with the exception of chapters VII, VIII, IX, in bookstores from November 2022). On module 2: F. Pasquariello, "Posthumous" bankruptcy liquidations and other corporate law courses in the insolvency of the company, ed. ESI, Naples, 2022

Bibliography

Didactic methods

Face-to-face lesson

Learning assessment procedures

Written test on 6 open questions (4 questions on module 1 and 2 questions on module 2), to which answers of about 15 lines must be provided. The student will have 90 minutes from the delivery of the questions to take the test. During the test, the student will be able to consult his own legal texts (for example the Civil Code) that are not commented on. Each answer will be evaluated from 0 to 5 points. To pass the test, it is necessary to have passed the sufficiency in both modules (at least 12+6 points, in total 18). To achieve honours, it is also necessary to demonstrate the ability to critically link the topics of the questions, with reference to the entire programme, including the optional part.

Evaluation criteria

The knowledge of the discipline and its main interpretative problems, the understanding of the notions learned and the ownership of legal language will be evaluated. The knowledge of the discipline and its main interpretative problems, the understanding of the notions learned and the ownership of legal language will be evaluated.

Criteria for the composition of the final grade

Each answer will be assessable from 0 to 5 points. To pass the test, it is necessary to have achieved a pass in both teaching modules (at least 12 + 6 points, for a total of 18). To achieve 30/30 it will be necessary to report a score of 5 in all the questions. To obtain honors, the student must demonstrate, in the answers provided, the ability to make some critical connections, with reference to the entire program, including the optional part.

Exam language

italiano