37296 - Commercial Law

Learning outcomes

The goal of this course is the comprehensive understanding of the main institutions accountable for corporations and firms, focusing on their basic characteristics and tasks, from the moment certain commercial regulations are conceived until these same regulations and norms expire. Furthermore, students will be able to acquire and grasp the basic notions about all the different types of firms, consortiums and lobbies, to assess and verify how these organisations, which are widespread in the Italian Economic scenario, could be profitably used for the practice of the economic activity (principles, structures and organisations).

Course contents

The course analyses selected legal issues related to Business and Corporate law.

The course is made up of two related parts: the first part aims to give an overview of the Italian regulatory framework applicable to economic activities and the different legal forms of business, from the s.c. individual entrepreneur to the different type of partnership and companies as defined in the Italian civil code. The key structural issues of Company Law and Company Governance are deepened following an European and International approach.

The second part of the course addresses the relations among enterprises in the market in the frame of Antitrust Law, the connection between Competition policy, market efficiency and consumer protection and the rights granted to protect and exploit the Industrial and Intellectual Property (Trademark, Patent and Copyright Law).

First Module (60 hours)

1. Introduction to Commercial Law

2. Enterprises and the legal framework

3. Businesses: nature, sale and lease

4. Partnerships Law

5. The Formation of the Company: the Incorporation Process

6. Limited Liability and Corporate Veil Piercing

7. Financial Structure of the Company: Classes of Shares and Bonds

8. Principles and Models of Corporate Governance

9. The General Meeting

10. Shareholder Rights and Shareholders’ Agreements

11. Shareholders’ litigation: Derivative Actions

12. The Board of Directors

13. Powers, Fiduciary Duties and Liability of Directors

14. Amendments to the Articles of Incorporation and Bylaws

15. Business Combinations and Spin-Offs

16. Financial Statements: basics of Accounting Law

Second Module (30 hours)

1. Business and the Market: market economics and freedom of competition

2. EU/IT Competition Law (TFUE and l. 287/90): rationale and goals of EU/IT Competition Law; the relationship between National and European Antitrust Legislation

3. The three "pillars" of EU/IT Competition Law:

4. -Agreements between undertakings, decisions by associations of undertakings and concerted practices

5. -Abuse of Dominant Position

6. -Merger Control

7. The relations between Competition Policy and Consumer Protection. The limits to the entrepreneurial activity: Unfair Commercial Practices Directive and the Italian Consumer Code

8. Industrial and Intellectual Property Law: an introduction

9. IP and the Law of Unfair Competition

10. IP and Antitrust

11. Trademark Law

12. Patent Law

13. The Law of Trade Secret

14. Copyright Law and Diritto d’Autore

Readings/Bibliography

A selected list of book chapters, articles or comments and case law will be made available on Virtuale

Teaching methods

Lectures, exercises (analysis of case studies, critical examination of the most relevant case law etc.), expert testimony, group or individual didactic activities.

Assessment methods

The final grade is based on a full written exam, consisting of multiple-choice and/or open-ended questions, which may also have as their object an hypothetical, very simplified case, with respect to which the student is asked to qualify it and to identify the applicable discipline in relation to the Italian or European legal system or through a comparative legal approach.

Attending students will be able to split the exam, participating in three different midterm exams, two for the first module (Business and Company Law) and one for the second module (Competition and Intellectual Property).

There is the option to carry out a presentation during lesson hours for extra-exam grade (up to 2 points). More detailed information are provided in class.

Teaching tools

Non-compulsory reading materials will be made available on Virtuale.

Some of the slides projected during lessons will be made available on Virtuale.

Office hours

See the website of Anna Maria Toni

See the website of Luca Orciani