Learning objectives
The course aims at transmitting the knowledge of Commercial Law mainly on the basis of protected interests, taking into account the Court and Notary procedure as well as the concrete case history, which is anyway linked to the necessary attention for general judicial categories, to be determined also through the historical evolution of regulations.
Prerequisites
To take the examination of Commercial Law you need to have passed the exams of Institutes of Private Law and Institutes of Roman Law.
The exam of Commercial Law is preparatory to the exam of Bankruptcy Law and to the other exams related to the scientific-disciplinary sector IUS/04.
Course unit content
Matter of the Course is the subject which is traditionally part of Commercial Law or, as today it is sometimes preferably called, of Company’s Law: Entrepreneurs, Companies, Credit Instruments. Bankruptcy Law is not included, which is the subject-matter of a specific teaching course. For Stock Corporations and Cooperatives the discipline examined is based on the reform introduced by Legislative Decree of January 17th 2003, No.6 and following amendments (in particular the rules concerning the protection of saving contained in Law December 28th 2005 No.262 and Legislative Decree December 29th 2006, No.303.
The Program is divided as follows:
1) Origins of Commercial Law. The Trader and the Entrepreneur. The Enterprise.
2) The Business-Concern.
3) The Enterprise and the market.
4) Companies.
5) Partnerships.
6) Stock Corporations: Joint-Stock Companies
7) Public Limited Companies. Saving protection.
8) Other Stock Corporations.
9) Mutual Aid Companies. Enterprises, Entities and Companies with special Articles of Association (an outline).
10) Conversion, Merger, Split and other extraordinary operations,
11) Groups of Companies and other forms of integration between Enterprises.
12) Enterprise Accounting Law
13) Supervisory Authorities and the Stock Market
14) Credit Instruments.
Full programme
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Bibliography
ALLEGRI, CALVOSA, CERRAI, D’ALESSANDRO, FORTUNATO, GRIPPO, MAFFEI ALBERTI, MANGINI, PARTESOTTI, PIRAS, SCOGNAMIGLIO, VOLPE PUTZOLU E ZANARONE, Diritto Commerciale, VI ed., Bologna, Monduzzi, 2010.
Alternatively:
GALGANO, Diritto Commerciale 1. L'imprenditore, XIIed. Bologna, Zanichelli, 2008
GALGANO, Diritto Commerciale 2. Le società, XVII ed. Bologna, Zanichelli, 2009
Alternatively:
CAMPOBASSO: Diritto Commerciale 1. Diritto dell'impresa, VI ed. Torino, UTET;
CAMPOBASSO: Diritto Commerciale 2. Diritto delle società, VII ed. Torino, UTET;2009
It is understood that the students may prepare the exam using any other books with adequate scientific value, provided that they are updated to regulations in force.
The work written by G.U.TEDESCHI, Titoli di Credito, Torino, UTET, 1998 is an irreplaceable source of in-depth analysis with regard to credit instruments.
Teaching methods
Lessons are to be attended with diligence in order to have a global vision of the matter; the explanation of positive law will be accompanied by an in-depth analysis based on the case-history (and with distribution and/or advice about material); wide reference will be made to compared law.
Assessment methods and criteria
The knowledge of the subject will be ascertained by a final oral examination, but the Professor may submit students to possible intermediate tests also in writing.
Other information
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