The course aims to deepen the legal discipline of the enterprise activity, exercised by an individual or collective entrepreneur (companies), with reference to the peculiarities of the tourism enterprise. The teaching activity is aimed at
Understanding of the institutional reality and legislation of companies with particular reference to tourism and cultural activities. Core of the discipline, with constant attention to the economic substance characterizing each legal institution and to the particularities of the tourism sector, consists of the study of company law, the accounting standards, the discipline of crises regarding bankruptcy, and the discipline of tourism enterprise.
The learning objectives of the course can be as follows:
Knowledge and understanding: Student will demonstrate to have acquired a basic knowledge of legal regulation of all institutions covered by the course to understand the main legal problems related to the performance of both individual and company enterprise activities and their economic impact.
Applying Knowledge and understanding: Following the analysis and simulation of practical cases, student will develop critical analysis skills of the current discipline and the ability to link concrete cases with abstract situations.
Judging skills: Student, because of the knowledge and skills acquired, will be able to select and interpret the discipline to be applied to the institutes covered by the course, as well as being able to deal with complex problems. This judging skills must be realized in the ability to identify and solve problems of protection of rights and resolution of inter-individual and collective conflicts, also with the production of opinions, negotiation and procedural solutions, relevant and effective. These are essential skills in carrying out any professional activity.
Communicative skills: Student will express their knowledge in a clear and efficient manner, with appropriate legal terminology.
Lifelong learning skills: Student will develop the skills to deepen acquired knowledges through the constant updating of normative, jurisprudential and doctrinal sources, that will allow him to independently follow evolution of living law and to face with maturity successive paths of specialized studies and professional and work experiences.
Knowledge of private law and public law (is required the passing of both exams).
I. The notion of enterprise. The categories of enterprise. Enterprise and intellectual professions. The beginning and the end of the enterprise. The imputation of business activity. The register of enterprises. The structure of the organization. The organizational principles. The transfer of the company. The contracts of placement of goods and services. The contracts of organization. Paper and electronic securities. The circulation of money. The means of payment.
II. The crisis of the company and the reasons of bankruptcy law. The conditions of bankruptcy and the opening of proceedings. The organs of bankruptcy. The effects of bankruptcy. The conduct of the procedure. The closure of bankruptcy and recovery. The bankruptcy of companies. The code of business crisis and insolvency.
III. The notion of society and the general principles: organization of production, constituent elements. Types of society. Autonomy of assets, legal personality, subjectivity. The company in the name of collective: formal, financial and organizational profiles. The dissolution of the single social relationship. The dissolution of the society. The limited partnership. The simple society. The joint stock company: economic case and legal relevance. The constitution of the s.p.a. and other events of the organization. The share capital and the contributions. The shares: creation and extinction. The shareholding. The shares. Entitlement of the member and circulation of shares. The bonds. The organizational structure of the SPA: the general meeting, the directors, the management control and accounting. The documentation of the social activity: the financial statements. The s.r.l. Typological characteristics, formal, financial and organizational structure. The dissolution and liquidation of companies with share capital. The extraordinary operations: the perforations, the fusions, the divisions.
IV. The sources of the law of tourism. The tourist enterprises: accommodation facilities, travel agencies and tourism. The tourist professions. The special types of tourism: farming tourism, cultural tourism, thermal tourism.
The course content will be divided into several lesson blocks:
First block (8 hours – 1 c.f.u.):
The enterprise (concept, categories and organization). Contracts of organization. Instruments for the mobilization of money (credit instruments, payment instruments). The sources of tourism law. Tourist companies (accommodation facilities and travel agencies). Tourist professions. Special types of tourism.
Second block (16 hours – 1 c.f.u.):
The crisis of enterprise. Bankruptcy. Enterprise’s crisis and insolvency code.
Third block (32 hours – 4 c.f.u.):
The companies. Companies in general. Simple partnership. General partnership. Limited partnership. Limited company. Limited liability company. Transformation, merger and division of companies.
Frontal lessons, during which the systematic bases of commercial law are addressed, also through references to concrete cases and providing for the active involvement of students, drawing on basic knowledge.
* UPDATE. Following the government and University measures functional to the containment of epidemiological data, the lessons can take place through a progressively greater use of distance learning tools, according to the indications of the Rector's decrees. The conduct of face-to-face lessons, in this case, also provides for a connection via Ms Teams that allows students to interact. The teacher will promptly communicate any changes in the methods of conducting the lessons in compliance with the University provisions.
Cian, Manuale di diritto commerciale, Giappichelli, 2018, only §§ 1, 2, 3, 4, 5, 6, 7, 8, 9, 16, 17, 20, 21, 22, 23, 24, 25, 26, 27, 28, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 49, 51.I, 51.II, 52, 53, 56, 57, 58, 59, 61, 62, 67, 68, 69.
Santagata, Diritto del turismo, IV edizione, Torino, 2018, only chapters I, III, IV, V.
* NOTE: For the courses of Commercial Law and Tourism and Commercial Law (9 cfu) it is necessary to bring, in addition to what is indicated in the program, also Santagata, Diritto del turismo, IV edition, Torino, 2018, chapters VII, VIII , IX, X, XIII, XIV, XV, XVI, XVIII, XIX.
The attainment of the training objectives is ensured by an oral interview, aimed at verifying the acquisition of the competences covered by the program. The test aims to verify the understanding of the fundamental notions of enterprise, company and bankruptcy law, making connections with the general principles of the tourism business discipline. During the course an intermediate written test is held, reserved for students who have attended at least 90% of the lectures, concerning the part relating to blocks I and II of program. Students who qualify for the mid-term exam will only address the additional topics covered by the program in the oral exam (block III).
* UPDATE. In compliance with the instructions of the University about distance learning, starting from October 2020 and until the resumption of teaching activities in the presence, the tests will take place through the completion of a written test on the elearning.uniparthenope.it platform (which includes the University application for monitoring students Respondus Lockdown Browser to ensure the regularity of the exam) and a subsequent oral interview on Ms Teams, which is accessed after passing the written test. The test consists of 15 multiple choice questions for blocks I and II and a further 15 multiple choice questions for block III. Passing the written test and access to the subsequent oral phase is achieved with the achievement of 18 points out of 30 available for each of the two tests. For the courses of Commercial Law and Tourism and Commercial Law (9 credits) the written test also includes a third part, which consists of three open-ended questions (max 20 lines) concerning chapters VII, VIII, IX , X, XIII, XIV, XV, XVI, XVIII, XIX of the tourism law manual. Each test has a duration of 30 minutes, which also include the time required for the completion of the preliminary phase of the Respondus Lockdown Browser application. The oral exam consists of an interview on the topics of the course program. Passing the written test gives the right to take the oral exam only in the session in which the written exam was passed. The vote, out of thirty, will be the result of the two tests. During the written test it is not allowed to consult texts and notes or use IT media (such as smartphones, tablets, PCs, etc.). The teacher will send the booked students a communication with the instructions as the session approaches and will publish in time the list of candidates admitted to the oral exam.
The reference text is integrated with additional material available on the reserved area. Students may ask for further explanations to the teacher by writing to the email address email@example.com