Teaching code

4S00388

Teacher

Gianluca Riolfo

Coordinator

Gianluca Riolfo

Credits

9

Language

Italian

Scientific Disciplinary Sector (SSD)

IUS/04 - BUSINESS LAW

Period

I semestre (Lingue e letterature straniere) dal Sep 26, 2022 al Dec 23, 2022.

Lessons timetable Moodle Seminars 0

Learning objectives

The course aims to provide the participants with the knowledge of juridical vocabulary, of the fundamental basis of private law, that are necessary to properly understand commercial law, and of the main aspects of company and commercial law. The goal is to provide the juridical knowledges that are essential to be able to work in companies, also in tourism field. During the course, particular attention will be paid to reading and examining the Civil Code and to learning how to interpret laws. At the end of the course, students shall have acquired adequate awareness of the fundamental rules governing companies and enterprises as well as of the interests protected by such rules.

Prerequisites and basic notions

no prerequisite is required

Program

Part 1 - The notion of law: the legal rule. The sources of law and the interpretation of the law. - People. - Ownership and possession (hints). - The sources of the obligation; the unlawful fact. - The fulfillment and non-fulfillment of the obligation. - The contract: elements and conclusion. - Contract: validity and invalidity. Resolution. Effectiveness and ineffectiveness. Effects of the contract. - Representation. - Prescription and forfeiture. Part 2 - The concept of entrepreneur. The small business owner. Agricultural and commercial entrepreneur. - The company and its transfer. - The concept of society; partnerships and corporations. - The simple partnership: administration and relations with third parties. - The simple partnership: relations between shareholders. - The general partnership. - The limited partnership. Part 3 - The joint stock company. Notion. Constitution. - The financial structure of the joint stock company: shares and financial instruments - The corporate bodies: assembly, directors, board of statutory auditors. - The audit. - Alternative models of corporate governance: two-tier system, one-tier system. - The financial statements: preparation, approval, profits, dividend. - Amendments to the articles of association. - The dissolution of the joint stock company. - The limited liability company. - The limited partnership limited by shares. - Cooperative companies. Teaching methods The lectures aim at the transmission of the basic notions and the illustration of the underlying logic, as well as the identification of protected interests. In order to facilitate the identification of the operational implications of the rules studied, frequent use will be made of the case study method and the examination of jurisprudential precedents.

Bibliography

Didactic methods

The course takes place through lectures in which the fundamental notions of private law and commercial law are explained. On some specific issues, some significant jurisprudential cases for the understanding of the institutes may be discussed in the classroom.

Learning assessment procedures

The exam is written, focuses on the entire program and provides for the written discussion of the topics of the program, in order to ascertain the mastery of the legal notions dealt with and the related technical language. The written test is a quiz, with crosses; the time available to answer the 10 questions is 20 minutes. The final evaluation is expressed out of thirty.

Bibliography For part 1: F. Galgano, Institutions of private law, Padua, CEDAM, latest edition: chap. I, II (par. 1,2,3), III (from par. 1 to par. 5), IV (par. 1,2,3), V (par. 1,2), VI (par.1 , 4,5), IX, X, XI, XII, XIII (par.1,2), XIV, XV, XVI (par.1,2,3), XIX (par.1,4), XXI (from par. 1 to par. 4), XXIII. Alternatively, M. NUZZO, Introduction to legal sciences. Standards - Subjects - Activities, Giappichelli, Turin, latest ed .: Chapter 1 (section I), 2, 3, 4, 5 (section I, II, III), 6 (section IV) For part 2 : M. Cian, Manual of commercial law, Turin, Giappichelli, ult. ed .: paragraphs from 1 to 9 inclusive and from paragraph 32 to paragraph 42 inclusive or, alternatively: G. Meruzzi, Complement of commercial law, Egea, 2016: chap. 2-8, 9 (par. 9.1), 13.15-20 For part 3: M. Cian, Manual of commercial law, Turin, Giappichelli, ult. ed .: from paragraph 43 to paragraph 62 inclusive or alternatively: G. Meruzzi, Complement of commercial law 2, Egea, 2018: chap. 2-4, 7-18 (from par. 18.1 to par. 18.5) Warnings Preparation for the exam presupposes a careful study of the provisions of the Civil Code and of the special laws referred to from time to time in the text. For this purpose, we recommend G. De Nova, Civil Code and related laws, Bologna, Zanichelli, latest edition.

Evaluation criteria

The evaluation of the acquired knowledge is based, on the one hand, on the ability to understand and express legal language; on the other hand on the understanding of the institutes present in the indicated program.

Criteria for the composition of the final grade

no indication

Exam language

italiano