The educational objectives consist in the acquisition by the student of knowledge of the institutions of business law and its crisis and of company law and their interrelationships.
Expected learning outcomes according to Dublin descriptors:
At the end of the course the student must demonstrate to have achieved the following knowledge, skills and attitudes:
1. Knowledge and understanding
- knowledge of the discipline of the business activity in relation to its organization and its development in the market;
- knowledge of company law, especially of joint stock company, in relation to: constitution; financial structure and organizational structure; extraordinary operations and dissolution and liquidation proceedings; group phenomenology;
- knowledge of the corporate crisis discipline and insolvency procedures, with special regard to the substantive law profiles;
- understanding of the substantial interests underlying the individual legal institutions and of the main problems connected to them;
- ability to make thematic connections and familiarity with the dynamics of company and company law;
2. Ability to apply knowledge and understanding
- ability to interpret the rules with a systematic criterion and to translate the acquired notions and the studied normative discipline into an application key, so as to critically evaluate the studied institutes. This ability will be acquired through constant reference, during the lessons, to the jurisprudence and to practical cases and through the constant solicitation of the students to express comments and opinions on the cases they are subjected to.
3. Judgment autonomy
- ability to develop and deepen in an autonomous way the acquired knowledge and to achieve, over time, an increasingly high critical and judgment ability, so as to be able to set and deal with theoretical-practical issues, not dealt with in detail, and know how to argue solutions.
Therefore, the student will need to have introjected the interests and logic involved in the disciplines studied, which will therefore always be the subject of special attention. The attainment of the aforementioned capacity will be facilitated by the involvement of the students in discussions and debates during the lessons.
4. Communication skills
- ability to communicate and communicate orally in a clear and effective way, both with persons who are not experts in law and with specialists in legal matters and with economic operators.
For this purpose, oral interventions will be solicited during the lessons, either by encouraging students to ask questions, or by involving them in repeated debates.
5. Learning capacity
- ability to become autonomous in deepening the subjects studied also in their more complex and specialized profiles;
- ability to access legal sources, jurisprudence and doctrine and adequately address the search for sources in relation to the topics to be studied in depth.
To this end, during the lessons, students will be provided with in-depth material, encouraging them to accompany the study by consulting the jurisprudence and by reading the doctrine.
Theoretical and practical seminars, about topics of particular importance, will be held, and ample space will be given to the consultation of supplementary material, with comments on passages of sentences and doctrine.
Knowledge of Italian civil law basic principles and provisions is required
INTRODUCTION OF THE COURSE AND INTRODUCTION TO COMMERCIAL LAW
1) COMPANY LAW
1.1) The entrepreneur and the company in general
- The elements that characterize the company.
- The imputation of the business activity and the hidden entrepreneur.
- The beginning and the end of the business activity.
- The ability to carry out business activities.
1.2) The categories of entrepreneurs
- The commercial entrepreneur and the agricultural entrepreneur.
- The medium-large entrepreneur and the small entrepreneur.
- The private entrepreneur and the public entrepreneur, the phenomenon of privatisation.
- The individual entrepreneur and the collective entrepreneur.
- The entrepreneur and the self-employed.
- The entrepreneur and the freelancer.
- The social enterprise.
1.3) The statutes of the entrepreneur
- The statute of the agricultural entrepreneur.
- The statute of the small entrepreneur.
- The statute of the commercial entrepreneur.
- The business register.
- The accounting records.
- Insolvency proceedings: introduction.
- The auxiliaries of the entrepreneur.
- The identifying elements of the company: company and sign; brand: general features.
1.4) The company's negotiation activity
- Business contracts: general features.
- The credit instruments.
1.5) The company
- Company circulation.
- Family pacts.
- The commercial and legal limitations of competition.
- Unfair competition.
- Antitrust law.
1.7) Forms of integration between companies
- Consortia and consortium companies.
- Business networks.
- Temporary groupings of companies
- Associations in participation and co-interests
- The family business.
2) PARTNERSHIPS AND CORPORATIONS
2.1) Companies in general
- The company contract: form and content: contributions, corporate purpose and scope. The notion of social capital.
- Non-contractual source companies.
- The companies and the business activity.
- The de facto company. Hidden company and apparent company.
- The company and other collective bodies performing business activities.
- The lucrative companies and the mutual companies; non-profit companies and special law companies.
- Partnerships and corporations: subjectivity and legal personality; perfect and imperfect patrimonial autonomy.
- The types of companies.
- Other company classifications.
- Shareholdings of companies in companies.
2.2.a) The simple company and the general partnership.
- Instrument of incorporation and its amendments.
- The organizational structure: the decisions of the members, the administration and the legal representation.
- The financial structure: contributions and capital. Profits and losses.
- The partners' financial liability.
- The particular creditor of the partner.
- The dissolution of the relationship limited to the single partner. The transfer of shareholdings.
- Dissolution and liquidation. The extinction of the company
- The irregular general partnership.
2.2.b) The limited partnership.
- General partners and managing partners.
- The specific discipline profiles.
2.3 ) Corporations: introduction
- The types of Corporations: general information.
- Single-member companies.
2.4) Joint stock companies - The limited partnership
2.4.a) Typological characters and socio-economic models. Companies that do not make use of the venture capital market and the companies that use them. The constitution by simultaneous act and by public subscription. Registration in the business register. The instrument of incorporation and the company statute. The nullity of the company.
2.4.b) The financial structure: contributions, assets, capital, reserves.
2.4.c) Venture capital and debt capital: company actions and their circulation;operation on companies actions; duties;participatory financial instruments.
2.4.d) The organisational structure and the administration and control systems
2.4.e) The traditional system:the assembly: composition, skills and functioning; verbalisation; Invalidity of deliberations; administration and legal rep
INTRODUCTION OF THE COURSE AND INTRODUCTION TO COMMERCIAL LAW (1)
The entrepreneur and the company in general(3)
The categories of entrepreneurs(5)
The statutes of the entrepreneur(6)
The company's negotiation activity(3)
Competition and Antitrust law(5)
Forms of integration between companies(2)
Partnerships and Corporations(4)
The company contract:contributions,corporate purpose and scope.The notion of social capital.Non-contractual source companies.The de facto company.Hidden company and apparent company.The company and other collective bodies performing business activities.The lucrative companies and the mutual companies;non-profit companies and special law companies.Partnerships and corporations.Other company classifications.Shareholding of companies in companies.
The simple company and the general partnership.Instrument of incorporation and its amendments.The organizational structure:the decisions of the members,the administration and the legal representation.The financial structure:contributions and capital.Profits and losses.The partners' financial liability.The particular creditor of the partner.The dissolution of the relationship limited to the single partner.Dissolution and liquidation.The limited partnership.General partners and managing partners.
Joint stock companies-The limited partnership(35)
Typological characters and socio-economic models.Companies that do not make use of the venture capital market and the companies that use them.The constitution by simultaneous act and by public subscription. The nullity of the company.The financial structure:contributions,assets,capital,reserves.Company actions;duties;participatory financial instruments.The organisational structure and the administration and control systems.The traditional system:the assembly;invalidity of deliberations;administration and legal representation;the controls:the board of auditors and the statutory auditor;judicial control;the dualistic and the monistic systems.The responsibilities of the administrative and control bodies.The accounting records.The company’s books.The budget:notions and functions;structure and composition; Profits and dividends.The amendments to the statute.The right of withdrawal of a partner.Operations on capital.Assets destined for a specific business.
Limited liability companies(8)
Typological characters and socio-economic models.The Constitution.The financial structure: contributions;shareholdings fees;debt securities.The organisational structure:the assembly and the decisions of the partners; administration and legal representation;the controls.The amendments to the statute.Withdrawal and exclusion.The new models of L.L.C.
The dissolution and liquidation of corporations(1)
The phenomenology of groups and the direction and coordination (1)
Mutual companies and Mutual insurance companies(3)
3)THE BUSINESS CRISIS AND INSOLVENCY PROCEEDING(22)
The Code of Crisis and Insolvency.Introduction(1).
Alert and assisted composition of the crisis(1).
The judicial liquidation(7).
The certified recovery plans and the debt restructuring agreements(2).
Over-indebtedness crisis settlement procedures(3).
The provisions relating to companies groups(1).
Compulsory administrative winding up(1).
Relations with criminal procedures(1).
The extraordinary administration of large insolvent companies(2).
Traditional teacher lessons supported by teaching multimedia materials and integrated by specialistic seminars.
Any of the following:
-VINCENZO BUONOCORE (a cura di), Manuale di diritto commerciale, Giappichelli, Torino, latest issue, relatively the topics in the program;
-GIAN FRANCO CAMPOBASSO, Diritto commerciale, vol I, II, III, UTET, Torino, latest issue, relatively the topics in the program;
-M.CIAN (a cura di), Diritto commerciale, vol. I, II, III, IV, Giappichelli, Torino, latest issue, relatively the topics in the program.
The study of the items will be supported by reading the Italian Civil Code with the latest amendments.
The verification of the learning is divided into an oral test during which the student will have to answer a series of questions on heterogeneous subjects within the framework of the course.
To obtain the minimum score, the student must demonstrate the acquisition of
1. Relevant knowledge and understanding:
- the statute of the entrepreneur;
- the organizational structure and the mechanisms of company functioning;
- the performance of insolvency procedures.
The student will also be asked to comment on articles of law and jurisprudential decisions to demonstrate:
2. Ability to apply knowledge and understanding, as able to:
- confront the reference standards and identify the underlying interests and make connections between rules and institutions;
- relate the theoretical notions with the cases of the practice.
The evaluation will take into account not only the accuracy of the answers, but also, in order to assign votes higher than the minimum, of the completeness and clarity of the exposure and of the breadth and punctuality of the thematic links.
In order to reach a higher score, until the maximum score is reached, the student will be asked questions of a case studies, from which the student will have to demonstrate:
3. Judgment autonomy, as it is able to:
- identify the problematic profiles;
4. Communication skills, as able to:
- express themselves orally with full ownership of language;
- use the technical-legal lexicon naturally;
- express complex issues and concepts clearly;
5. Learning capacity, as it has:
-integrated the content of the lectures and the manual, consulting, during the preparation, jurisprudential decisions and doctrinal texts for comparison and deepening.
PRINCIPLES OF ITALIAN CIVIL LAW.