Learning objectives
a) Knowledge and understanding:
- Extraordinary transactions that can be put in place to realize the great business strategies, the potential of the different solutions and the related risks; possible measures to reduce the risks;
- The corporate governance, the strengths and weaknesses of each of them, the powers and limits of the powers of the directors and the responsibilities and the instruments available to the shareholders to determine the corporate governance or to cope with the “hegemony” of the reference entity;
- The overall picture of the institutes associated with the crises; possible solutions, compositions, limitations, and potential conditions; bankruptcy proceedings, assumptions, procedure and closing;
- Ability to apply knowledge: the student will be able to identify the legal framework applicable to different situations and the strategic options that the company intends to put in place, identifying the legal instruments used. The students will know full potential, constraints and risks, and can suggest the one which fits;
c. Making judgments: the student will be able to successfully adopt the major corporate decisions in both the physiological stage of the life of the company, both in the pathological;
d. Communications skills: at the end of the course, the student will have acquired interpersonal skills and communication skills in effectively and in a language appropriate legal. The acquisition of communication skills is also realized through active student participation in tutorials and seminars. At the time of final examination is assessed also participation of communications skills;
e. Ability to learn: the course aims to foster student learning through a correct approach to the study of legal disciplines, through the examination of legislation, case law and contracts and their guided discussion.
Prerequisites
Basic knowledge of civil and commercial law.
Course unit content
The advances course in commercial law is divided into two modules: a) company law advanced; b) the right of the business crisis. The first module in subdivided into two parts: the first devoted to the study of extraordinary transactions; the second devoted to the analysis of the governance models proposed for corporations.
Full programme
First module – first part: extraordinary operations:
- takeovers: the transfer of the ongoing business (and contribution), the transfer of sfares/units;
- amendments to the paragraph and withdrawal;
- the increase/decrease of the share capital;
- the trasformation;
- the merger;
- the demerger;
- the liquidation of the company.
First module – second part: the corporate governance:
- the concept of corporate governance, applicable principles in s.p.a. and s.r.l.;
- the traditional (or latin) model (the directors, the auditors, the external auditors, the proceedings ex art. 2409 c.c.);
- the two-tier model;
- the one-tier model;
- the governance and group;
- the governance of s.r.l.;
- the governance of cooperatives.
Second module: the crisis of enterprise:
- insolvency proceedings and individual enforcement;
- bankruptcy proceedings: subjects; requirements for the insolvency declaration; judgment for the opening of the proceedings; bankruptcy declaration and oppositions; bodies; effects of insolvency declaration (with respect to the debtor and to the creditors); pending relationships; clawback action; managing and liquidation of the assets; proof of claim; closing and re-opening of the proceedings; bankrupcty composition with creditors; freshing; bankruptcy of the companies and of the shareholders;
- preventive composition with creditor: subjects; requirements; proceedings; effects; termination and voidance; subsequent bankruptcy; dismissive composition and composition in continuity; the pre-composition with creditors;
- alternative forms of crisis management; certified plans and debts restructuring agreements;
- the compulsory liquidation;
- extraordinary administration of large insolvent enterprises and the Marzano law.
Bibliography
1. The provisions of c.c. and t.u.f. relating to the governance of corporations and the extraordinary transactions and bankruptcy law and other laws relating to business crisis.
2. For the preparation of the first part, students will be allowed to use the manual of commercial law in their possession (eg: G.F. CAMPOBASSO, Diritto commerciale, UTET, Torino, volume 2 “Diritto delle società”, last edition available, or ASSOCIAZIONE DISIANO PREITE, Il diritto delle società, Il Mulino, Bologna, last edition available, the parts related to the companies) provided updated and complete edition (abstracts are not recommended). The parts to be studied are those related to the content described above; the study of the manual should be supported by lecture notes.
3. For the second part: L. GUGLIELMUCCI, Diritto fallimentare, Giappichelli, Torino, last edition available.
4. Materials that will be made available during the course published in the professor’s web page.
Teaching methods
Lecture, discussion, judicial cases, exercises. To the course are also related educational workshops set to the simulation or real situations (v. Laboratory and Laboratory on corporate crisis).
Assessment methods and criteria
The verification of the ability of learning will be carried out with a test of oral examination, during which the student must demonstrate their mastery of the ability
to communicate with the appropriate legal language, autonomy in making connections between the different aspects of the discipline and the ability to apply knowledge through to complex situations. It will be provided an intermediate test in mid-course.
Other information
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