DIRITTO COMMERCIALE

Degree course: 
Corso di Long single cycle degree (5 years) in GIURISPRUDENZA VA
Academic year when starting the degree: 
2017/2018
Year: 
3
Academic year in which the course will be held: 
2019/2020
Course type: 
Compulsory subjects, characteristic of the class
Credits: 
9
Period: 
Second semester
Standard lectures hours: 
55
Detail of lecture’s hours: 
Lesson (55 hours)
Requirements: 

It is required proper knowledge of private law, essential not only to approach commercial law, but also to understand the specific requirements that have historically caused the introduction of specific rules to govern the entrepreneurial activity.

The method of assessment consists of an oral examination, with attribution of the final mark out of thirty, alleging the whole program.
The examination consists of an interview, in order to verify the acquisition and correct understanding of the program, included (for students attending the course) loaded materials on e-learning platform.
The final grade will take into account the accuracy and quality of the responses, as well as the student's ability to adequately justify its assertions and analysis.
Will be assessed in particular the capacity:

a) to report the contents of the program as appropriate to the specific nature of matter and logical-systematic canons;
b) to make connections, also interdisciplinary, between different aspects of the discipline;
c) to answer questions and argue critical opinions using technical language appropriately.
During the course the students, with the help of the teacher, will be able to carry out in-depth studies on topics or institutes for which they have a particular interest and report them during the final exam.
In the middle of the course, Professor evaluates the opportunity to make an intermediate (oral or written) test to check the level of understanding of students on the topics explained and direct them to the proper method of study if the outcome of the test signal gaps or learning difficulties.

Assessment: 
Voto Finale

The course concerns the analysis of enterprise and company law in Italy.
At the end of the course, student is required to demonstrate appropriate skills in relation to:
(a) enterprise law (definition of entrepreneur, categories, organizational models, operating rules, activities, particular events, etc.);
(b) partnerships law (organization and structure of partnership, rights and liability of partners, taking into account the different rules applicable to different types of partnerships under civil code);
(c) company law (company formation and constitution, capital and shares, members of company, directors, meetings and resolutions, auditors, minority protection, financing, groups of companies, amendments to the by-law, etc., taking into account different rules applicable to different types of companies and regulations governing listed companies).
The course aims to promote in the student the acquisition of an appropriate legal language, a correct method of exposition, also developing appropriate skills and critical argumentation, through the solution of questions and case studies. In this perspective, students are required to analyze materials available on the e-learning platform (for example, drafts of articles of association, shareholders' agreements, corporate resolutions, contracts, as well-known case law, etc.) in order to frame concepts characterizing the discipline and then observe their application in practice.
In addition, the course is a prerequisite for attending advanced course of Commercial law.

The course focuses on enterprise law, as well as partnership and company law.
In particular, the program includes:

FIRST PART
Enterprise law

SECOND PART
Company law:
- concept of company and types of companies;
- incorporation and amendment of by-law;
- members of company, classes of shares and class rights;
- organization and management;
- alteration of share capital;
- financial statements;
- merger and demerger of the company, conversion from one type to another;
- groups of companies.

- JAEGER-DENOZZA-TOFFOLETTO, Appunti di diritto commerciale, Milano, 2019.
OR
- G.F. CAMPOBASSO, Diritto commerciale, Diritto dell’impresa, Vol. 1, Torino (ultima edizione) (with the exclusion of the part relating to distinctive signs, intellectual property, and competition rules);
- AA.VV. (Abriani e altri), Diritto delle società (Manuale breve), Milano (last edition).

The study of the manuals must be supplemented by the consultation of a civil code updated to the current academic year and by “Testo unico delle disposizioni in materia di intermediazione finanziaria” (d.lgs., n. 58/98)
For students attending the course, the exam program can be integrated with the materials loaded on the e-learning platform.

Convenzionale

The course takes place in the second part of academic year through 55 hours of lecture (corresponding to 9 credits required for the matter).
Teaching includes:
- mainly theoretical lessons, designed to illustrate the principles and institutions of commercial law;
- discussions of cases, in order to promote understanding of theoretical lessons and encourage the development of critical arguments;
- seminars on particular aspects or issues of corporate law.
The materials mentioned during the lessons or shown to students in order to develop their practical skills are loaded on the e-learning platform.

Professor meets students for answer questions or give informations about the program of course before the lesson. She is also available to agree an appointment on a different day sending an e-mail previously.

Professors