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 law part of business groups, the regulations on the management and coordination of companies, the regulatory profile of the profit-making company belonging to the group and private and statutory autonomy in group law. For the legal part of extraordinary operations, transformations, mergers, splits, operations on share capital. Module 2: for the part of crisis law, institutional notions on crisis and business insolvency. Liquidation of canceled company. Shareholder and intragroup financing in the crisis. The effects of judicial liquidation on the member. Crisis and group insolvency Optional: The application of extraordinary operations in crisis negotiation procedures. The topics of module 1 will be studied on: U. Tombari, Law of business groups, Milan, 2010 (everything, with the exception of chapter IV); and A. Nigro (ed.), Law of extraordinary operations, Bologna, 2022 (all, with the exception of chapters VII, VIII, IX). On module 2: F. Pasquariello, "Posthumous" insolvency liquidations and other corporate law paths in company insolvency, ed. ESI, Naples, 2022 (except chapter V; chapter II optional)

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 concepts learned and the ownership of the legal language will be evaluated. The knowledge of the discipline and its main interpretative problems, the understanding of the concepts learned with the study of the reference texts for the program and the ownership of the legal language will be evaluated.

Exam language

italiano