Learning objectives

The course aims to address the study of fundamental concepts in the field of firms, companies (general concept and functional and organizational types, extraordinary transactions), and debt securities by providing the conceptual and methodological basis of the thematic areas dealt with in order to correctly interpret the principles, theories and practices that characterize the subject matter of teaching, as well as to encourage a holistic approach to the matter. At the end of the lessons, the student will be able to use consciously and correctly the specialist legal language of the subject matter, to apply the method and the legal reasoning learned, with autonomy of judgment, for a correct interpretation of the fundamental institutions of the subject in the business and professional field, as well as to combine and apply the known legal rules in order to obtain a reasonable rule of judgement for the individual case.

Prerequisites and basic notions

A good basic knowledge of private property law is required (obligations, contracts, liability)

Program

History and origins of commercial law
Features and notions of the enterprise: the system of the law of enterprises, notions and types of enterprises,
organizational models of enterprises.
Rules of activity: competition, intellectual property.
Organization: legal publicity, management and organization, business ongoing concern.
Companies: notion and types of companies; features of the company contract; equity and statutory capital of the company; company and enterprise; for profit and non-profit.
Partnerships: typological and organizational characteristics of the partnerships (“società semplice”, “società in nome collettivo”, “società in accomandita semplice”); incorporation of the partnership; assets, liabilities and unlimited liability; relationships among partners and administration of the partnership; termination of the partners and wind up of the partnership.
Corporations ("società a responsabilità limitata"; "società per azioni"; "società in accomandita per azioni"): typological and organizational characteristics; partnership limited by shares, limited liability company.
Extraordinary transactions
Credit instruments

Teaching methods

The teaching is given through lectures and also with the case method. Through the e.learning platform specific update readings are proposed. The active participation of students in class is positively evaluated.


For non attending-students, the teacher provides support on textbooks and the student reception is always open.

Reading List

M. CIAN (edited by), Manuale di Diritto Commerciale, Giappichelli-Torino, latest edition, (excluding Section 8^ and Section 17^ and Section 5 ^, Capo II);

or

G.PRESTI - M.RESCIGNO, Corso di diritto Commerciale, Zanichelli - Bologna, latest edition, voll. I e II (excluding commercial contracts and bankruptcy procedures)

Civil Code with related updated to 2021 .

Bibliography

Didactic methods

The teaching methods consist of lectures dedicated to the transmission of basic notions, key categories and fundamental application tools. The didactic offer is also imparted through the case study method with the illustration of cases subject to jurisprudential rulings or particularly significant practical cases, useful for the implementation of knowledge. Furthermore, also thanks to the University e-learning platform, specific updating readings are proposed. Throughout the academic year, the individual reception service is available, managed by the teacher at the end of the lessons or by booking via email or even via the University online platform. Students can also at any time ask written questions via email to the teacher which are dealt with promptly. The online formulation of questions allows students to measure themselves also with written legal language and to practice dialectically. The "active" participation of students in the lessons is positively evaluated. With regard to non-attending students, the teaching methods consist in the constant care by teachers of non-attending students through individual support in the study of the recommended textbooks. The content of the textbooks and lectures held in the classroom adheres to the program. Further teaching material is available on the teaching e-learning platform. Any further updates are made available in good time also by means of specially dedicated notices.

Learning assessment procedures

Verification of the students' acquisition of the method, knowledge, skills and training objectives indicated above, as well as the specialized language of Commercial Law, takes place through a written exam on the entire program at the end of the course. There is no intermediate exam. The exam consists of a single written test in Italian on the entire program lasting 1 hour and structured in 3 groups of open-ended questions. It takes place at the same time for all those present. The score is out of thirty and the minimum score is 18/30. Passing the test directly implies the achievement of the grade. At the discretion of the teacher, an oral integration of the exam may be requested.
Only normative sources not commented on, nor annotated with jurisprudence and doctrine are allowed. The results of the exam are recorded within 5 days of taking the exam upon communication of the same to the students through Esse3. The student can withdraw from the exam until the mark is recorded; the withdrawal must be promptly reported through Esse3.

Evaluation criteria

In the correction of the test will be considered:
- the depth and breadth of knowledge gained;
- ownership of specialized legal language;
- the ability to connect knowledge in a systemic way;
- the analytical and argumentative capacity and the ability to use the normative sources of reference.

Criteria for the composition of the final grade

The score is out of thirty and the minimum score is 18/30.

Exam language

Italiano