00221 - Commercial Law

Learning outcomes

At the end of the course, the student acquires the knowledge of the essential characteristics of the institutions in the field of enterprises and companies, from their constitution to their extinction. In addition, the student acquires knowledge of the various types of companies and consortia to ascertain how these tools, widely disseminated in Italian economic reality, can be used profusely for the exercise of economic activity (principles, structure and organization). The student will also acquire knowledge of institutions of intellectual and industrial property, competition law, and commercial contracts.

Course contents

GENERAL PART

Enterprise - Basic knowledge and constitutive elements. Business enterprise; agricultural enterprise; small enterprise. Concept of "azienda" (firm) and regulations applying to its transfer. Distinctive marks of the enterprise: "marchio" (brand), "ditta", "insegna".

Personal companies - Society agreement, different categories. Partnership; general partnership; limited partnership.

Governance - Share-holders meeting; boards of directors; boards of auditors: functions, obligations and liabilities. Different governance schemes: the "dualistic" system and the "monistic" system. Rules applying to the company budget. Procedure of judicial review. Contents and procedure of amendment of the company by-laws. Dissolution and extraordinary operations.

Joint-stock limited partnership - General regulations.

Unlimited joint-stock company - Basic knowledge and establishment procedure. Shares: legal nature and rules applying to their transfer. The company governance. Company assets and related operations.

Cooperative societies - The "mutualistic" goal. Specific rules applying to cooperative in comparison to joint-stock companies. the concept of "mutualita” prevalente". The company governance. Public supervision over cooperatives.

SPECIAL PART

The most important and common business contracts.

THE FINANCIAL INTERMEDIATION MARKET

General legal framework of financial markets and investment services

Legal aspects on main contracts in Banking Law, Financial Markets Law, Insurance Law

 

 

Readings/Bibliography

G.F Campobasso a cura di M. Campobasso - "Manuale di diritto commerciale", Torino, Utet, ed. 8, 2022 (with exclusion chapter 18 e 26 and Section IV and V).

 

 

Teaching methods

Didattica frontale

Assessment methods

The final exam consists of a written and/or an oral tests.
The written test consists of 30 multiple choice questions and students must give at least 18 correct answers to be admitted to the oral test, which will determine the final score.
After the first half of classes, students who effectively attend the course can sit for a preliminary test, on the first part of the course contents. Students who do not pass the preliminary test are expected to take a final exam based on the entire course program.

It is not possible to bring books, personal notes or electronic devices in the exam. Registration for the exam is compulsory, and students have to register throughAlmaEsami [https://almaesami.unibo.it/almaesami/welcome.htm] according to the general rules of the School of Economics, Management and Statistics.

The mark is out of 30 points, and the minimum required to pass the exam is 18 / 30.

Teaching tools

Papers

Office hours

See the website of Sara Forasassi