93201 - Commercial Law

Learning outcomes

At the end of the course the student will be familiar with the discipline of business and company law, with particular reference to the different models. The main learning targets are: - the discipline of the enterprise and its trade marks - the discipline of partnerships and limited liability companies; - the discipline of cooperative societies; - debt securities and payment services in their most recent evolution in digital and electronic form.

Course contents

Module 1. Prof. Giovanni Battista Barillà

The enterprise. The entrepreneur. Notions. The object of the enterprise. Agricultural enterprise and commercial enterprise. Small businessmen. Companies and their markings. Occult entrepreneurs.

Competition between companies. Antitrust law. Agreements. Abuse of dominant position. Concentrations. Monopolies. Non-competition pacts.

Companies. Partnerships and corporations. Simple partnership, general partnership. Limited partnership.

Public limited companies: incorporation, nullity, contributions. Shareholders' agreements. Stock. Bonds. Participating financial instruments and assets earmarked for specific transactions. Balance sheets. Organization and functioning of the S.p.A. Traditional system. Assembly and administrative body. Controls.

Alternative systems of administration and control: the dualistic system. Management Board and Supervisory Board. The monistic system. The Management Control Committee. The statutory amendments. Equity transactions Right of withdrawal. Direction and coordination of companies according to company law reform.

Transformations, mergers and division into separate entities.

Companies limited by shares.

Limited liability companies. Constitution and structure. Statutory changes. Directors. Conflicts of interest. Underwritings. Partners' funding. Repayment of share capital. Action for company responsibility.

Cooperative societies. Prevailing mutuality. Cooperative S.p.A. and cooperative S.r.l.

Companies listed on regulated markets. Consob and its powers. Information duties. Significant holdings. Takeover and exchange offers.

Debt instruments.

Module 2.

The money. The coin. Fintech and electronic money. Subjects. The activities. The bank and financial intermediaries. The Supervisory Authorities. Electronic money institutions and payment institutions. Investment firms and insurance firms. Insurance services. Bank services. Business services. Banking contracts and guarantees. Payment services. Banking transparency and customer protection. The Financial Banking Arbitrator.

 

Readings/Bibliography

AA.VV., Manuale di diritto commerciale (a cura di M. Cian), Giappichelli, Torino, V edition 2023; except for: Section eight.

 

 

Teaching methods

Classroom-taught lesson with slides.

Assessment methods

At the end of the second cycle of lessons there will be a partial written exam with cross-check quiz, a necessary condition to take the exam immediately after the end of the course. At the end of the course, the second partial exam in oral form will take place for students who have passed the written exam. The grade of the written exam will average with the grade of the oral exam. It will be possible to access the subsequent exams of the summer session even without having passed the written exam, but the student must bring the entire program.

Profit votes are regulated as follows:

• <18 insufficient

• 18-23 sufficient

• 24-27 good

• 28-30 excellent

• Excellent 30 cum laude

Teaching tools

Slides supplied by the teacher.

Students who, for reasons related to disabilities or specific learning disorders, need compensatory tools will be able to communicate their needs to the teacher, in order to be addressed to the referents and agree on the adoption of the most appropriate measures.

Office hours

See the website of Giovanni Battista Barillà

See the website of Isacco Girardi