Learning objectives
a. Knowledge and understanding:
- 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;
- 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 overall picture of the institutes associated with the crises; possible
solutions concordat, limitations, and potential conditions; bankruptcy
procedures, assumptions, procedure and closing the crisis of non-fallible.
b. Ability to apply knowledge and understanding, the student will be able
to identify the legal framework applicable to different situations that arise
to the company and the strategic options that it intends to put in place,
identifying the legal instruments used. He knew full potential, constraints
and risks, and can suggest the most wise.
c. Making judgments: the student will be able to successfully solve the
major corporate decisions in both the physiological stage of the life of the
company, both in the pathological.
d. Communication 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 the acquisition
of communication skills.
and. 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 contractual and guided
discussion of the same.
Prerequisites
Basic knowledge of civil and commercial law.
Course unit content
The advanced course in commercial law is divided into two modules: a)
company law advanced, b) the right of the business crisis. The first
module is subdivided into two parts: the first devoted to the analysis of
governance models proposed for corporations and the second to the
study of extraordinary transactions.
Full programme
Corporate governance:
- the concept of corporate governance principles applicable in the spa
and s.r.l,
- the traditional model (administrators, auditors, the auditor of the
accounts of the gale, the art. 2409 c.c.)
- the two-tier model,
- the one-tier model,
- governance and group,
- governance and shareholders' agreements,
- the governance of s.r.l,
- governance of cooperatives.
Extraordinary operations:
- amendments to the articles of association and withdrawal,
- the change in the share capital,
- the transformation,
- the merger,
- the demerger,
- the transfer of an undertaking (and contribution),
- the liquidation of the company.
The crisis of enterprise:
- insolvency proceedings and execution singular,
- bankruptcy proceeding: requirements for the declaration of bankruptcy;
judgment for the opening of bankruptcy proceedings; declaration of
bankruptcy and appeals; bodies to failure; effects of failure (with respect
to the failed, compared to creditors); pre-existing legal relationship; acts
prejudicial to creditors; administration and liquidation of assets;
establishing liabilities; closing and reopening of bankruptcy; arrangement
with creditors; bankruptcy of the company and shareholders,
- arrangement: assumptions; proceedings; effect; resolution and
cancellation; the agreed dismissive and agreed in continuity,
- alternative forms of crisis management firm, plans certificates and
restructuring agreements,
- agreed with the setting of term
- compulsory liquidation,
- extraordinary administration of large insolvent companies and the
Marzano Law,
- the composition of over-indebtedness crisis.
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 able to use the
manual of commercial law in their possession (eg.: GF CAMPOBASSO
"Diritto commerciale" – UTET, vol. 2 “Diritto delle società”, or
ASSOCIAZIONE DISIANO PREITE, "Il diritto delle società", Il Mulino)
provided updated and complete edition (we do not recommend the use of
abstracts). The parts to be studied are those related to the content
described above, the study of the manual should be supplemented by
lecture notes;
3. the preparation of the second part must be in the manual: L.
GUGLIELMUCCI, "Diritto Fallimentare", Giappichelli ed., Latest edition
available;
4. materials that will be made available between the learning materials in
the teacher's web page.
Teaching methods
Lecture, discussion, judicial cases, exercises.
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. The student will prepare at least 5 cases
jurisprudential chosen from among those offered among the teaching
materials in the teacher's web page.
Other information
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