Teaching code

4S00331

Credits

15

Coordinator

Giovanni Meruzzi

Language

Italian

Scientific Disciplinary Sector (SSD)

IUS/04 - BUSINESS LAW

Moodle Seminars 0

The teaching is organized as follows:

Learning objectives

The course is focused on the law of corporations and other business organizations, with particular attention to the rules governing public and listed companies.
It deals in particular with the notions and laws of sole entrepreneurship, firm, promissory notes, competition, as well as with partnerships and companies (especially by shares), with a focus on public companies and listed corporations. When approaching any of the foregoing topics, regard will be had to the current legal regime in light of the most relevant case law.
The purpose of the course is to develop the capability of the students to understand and manage, at least at an institutional level, the fundamentals of the law of corporations and other business organizations.

Prerequisites and basic notions

The study of commercial law implies knowledge of the institutions of general private law, with particular reference to the law of obligations, contracts and civil liability. Candidates are therefore invited to present themselves to the examination sessions with a document useful to prove that they have passed the prerequisites of Institutions of Private Law. The study of the subject and the profitable attendance of the lessons then requires the constant consultation and study of an updated civil code accompanied by the main complementary laws. Among the many that can be used, we recommend, also for the consultation of the numerous special laws on the subject:
- G. DE NOVA (edited by), Civil Code and related laws, Zanichelli, Bologna, latest ed.

Program

a. The sole entrepreneurship and the firm.
b. The promissory notes.
c. The partnerships: general partnership and limited partnership.
d. The companies: share company, limited liability company, limited partnership by shares.
e. Public limited companies and listed corporations.
f. The special regime of the listed corporations; ownership; minorities rights; price sensitive information; corporate governance and board structure; conflicts of interests and related party operations; internal and external controls; public controls and the role of Consob; Public tenders and their regime.
g. The dematerialisation of the shares and of the other financial instruments.

Bibliography

Didactic methods

Course attendance.
For the academic year 2022/2023, lessons will be given, subject to changes imposed by epidemiological needs that may occur during the year, in physical presence. In any case, the lessons will be recorded and made available to students on the University Panopto platform. Attendance of the course is not compulsory, but is in any case desirable in consideration of the complexity of the subject and, with particular regard to the discipline of listed companies, the progress of the seminars of the related discussion. It should be noted that, for the 2022/2023 academic year, only students present in the classroom will be considered attending. Consequently, the use of the lessons on the Panopto platform will not be considered useful for attendance purposes. The assiduous and documented attendance of the course will also allow you to take a written test concerning the discipline of the company and partnerships, with the benefits illustrated in the following point (Exam procedures), as well as the oral pre-exam. The minimum attendance criteria will be illustrated at the beginning of the course, together with the dates of the written test and the pre-exam. At the beginning of the course and on the sidelines of the same, a meeting will also be organized with the students (attending and non-attending students) to reflect together on the method and study times, as well as on the motivation that must animate the student who has now reached an advanced point of their path of study. Education. Information relating to the date of the meeting will be provided in class, on the e-learning platform of the course and on the virtual bulletin board of the Department.

Learning assessment procedures

Exam methods, written test and oral pre-exam (reserved for attending students only).
For non-attending students, the exam is exclusively oral and will be taken in a single test, including the entire program (I and II module), with discussion of at least four or five topics. Please note that, as already widely communicated, the partial tests relating to module I, taken prior to the end of the academic year 2012-2013 (exam session of February 2014), are no longer considered valid for passing the test. oral. On the other hand, students who have attended the lessons assiduously will be able, in an ad hoc pre-session to be held on the date indicated at the beginning of the course, to take the written test already mentioned above (see Course attendance), organized in the form of questions to multiple choice. Students who have successfully passed the written test will be able to limit the oral part of the exam, to be held in a single solution, to the discipline of joint-stock companies (including listed companies). All attending students, even if they have not passed the written exam, will also be able to take the oral exam (in full or for the remaining part) in a pre-exam reserved for them. The written test will be valid for the entire academic year 2022-2023, even if the oral test is not passed (in pre-appeal or in ordinary session). Consequently, attending students who want to take the exam using the benefit will have to pass the oral exam by the end of the extraordinary session of the academic year. 2022-2023, or within the month of February 2024. After this date the writing will cease to have effect and the oral exam will have to cover the entire program.

Evaluation criteria

The evaluation criteria that will be used to define the final exam grade are the following:
a) accuracy and correctness of the concepts acquired and exposed;
b) rigor and accuracy of the legal language used;
c) completeness of the discussion, by the student, of the subject matter of the application.

Criteria for the composition of the final grade

The final grade will be defined taking into account, for each of the topics under examination, the quality of the answers provided by the student, evaluated according to the above criteria.
For attending students who have successfully passed the written test, and who declare that they want to keep the relative result valid, the mark of the written test will affect, in the definition of the final mark, for about 1/3 of the overall evaluation.

Exam language

Italiano