Teaching code

4S00388

Academic staff

Andrea Caprara, Marta Bellini

Coordinator

Andrea Caprara

Credits

9

Language

Italian

Scientific Disciplinary Sector (SSD)

IUS/04 - BUSINESS LAW

Period

I semestre (Lingue e letterature straniere) dal Sep 25, 2023 al Dec 22, 2023.

Courses Single

Authorized

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

Adequate knowledge of the Italian language

Program

Part 1 - The notion of law: the legal norm. The sources of law and the interpretation of the law. - People. - Ownership and possession (outlines). - The sources of the obligation; the illicit act. - 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 the entrepreneur. The small entrepreneur. Agricultural and commercial entrepreneur. - The company and its transfer. - The concept of society; partnerships and capital companies. - The simple company: administration and relations with third parties. - The simple partnership: relationships between partners. - 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 auditors. - The audit. - Alternative models of corporate governance: dual-tier system, one-tier system. - The budget: drafting, approval, profits, dividend. - Amendments to the articles of association. - The dissolution of the joint-stock company. - The limited liability company. - The limited partnership by shares. - Cooperative societies. Teaching methods The frontal lessons aim at transmitting the basic notions and illustrating the logic underlying them, as well as identifying the 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 For part 1: M. Nuzzo, Introduction to legal sciences. Rules – Subjects – Activities, Giappichelli, Turin, latest edition: Chapters 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 1 to 9 inclusive and from paragraph 32 to paragraph 42 inclusive; or, alternatively: - G. Meruzzi, Complementum of commercial law, Egea, ult. ed.: chaps. 2-8, 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, Complementum of commercial law 2, Egea, ult. ed.: chaps. 2-4, 7-18 (from par. 18.1 to par. 18.5) Warnings Preparation for the exam presupposes careful study of the provisions of the Civil Code and 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. The first part of the program will be carried out by Prof. Caprara. The further parts will be carried out by another contract teacher. The contract is the same for all students: attending and not attending lessons

Bibliography

Didactic methods

The frontal lessons aim to transmit the basic notions and illustrate the logic underlying them, as well as to identify the 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. Teaching support methods: supplementary and support teaching materials will be uploaded to the teaching Moodle platform. Male and female students are however invited to contact the teacher via email or during office hours. Students who find themselves in the position of having to make up for missed lessons must contact the teacher.

Learning assessment procedures

The exam is written, lasting 20 minutes, and covers the entire program to ensure mastery of the notions and technical language. The final evaluation is expressed in thirtieths. Bibliography For part 1: F. Galgano, Institutions of private law, Padua, CEDAM, latest edition: chaps. 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, par. 1 to par. 4), XXIII. Alternatively, M. NUZZO, Introduction to legal sciences. Rules – Subjects – Activities, Giappichelli, Turin, latest edition: 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 1 to 9 inclusive and from paragraph 32 to paragraph 42 inclusive or, alternatively: G. Meruzzi, Complementum of commercial law, Egea, 2016: chaps. 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, Complementum of commercial law 2, Egea, 2018: chaps. 2-4, 7-18 (from par. 18.1 to par. 18.5) Warnings Preparation for the exam presupposes careful study of the provisions of the Civil Code and 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

The test evaluation criteria are: - knowledge and understanding of the subject; - clarity, logical order and use of an adequate and correct technical vocabulary during the exhibition; - capacity for systematic classification of legal institutions;

Exam language

Lingua italiana