Learning objectives
The course aims at transmitting the knowledge of Commercial Lawmainly on the basis of protected interests, taking into account the Court and Notary procedure as well as the concrete case history, which isanyway 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 theexams of Institutes of Private Law and Institutes of Roman Law. The exam of Commercial Law is preparatory to the exam of BankruptcyLaw 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 ofCommercial Law or, as today it is sometimes preferably called, ofCompany’s Law: Entrepreneurs, Companies, Credit Instruments.
Bankruptcy Law is not included, which is the subject-matter of a specificteaching course. For Stock Corporations and Cooperatives the disciplineexamined is based on the reform introduced by Legislative Decree ofJanuary 17th 2003, No.6 and following amendments (in particular therules concerning the protection of saving contained in Law December28th 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. TheEnterprise.
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 withspecial Articles of Association (an outline).
10) Conversion, Merger, Split and other extraordinary operations,
11) Groups of Companies and other forms of integration betweenEnterprises.
12) Enterprise Accounting Law
13) Supervisory Authorities and the Stock Market
14) Credit Instruments.
Bibliography
GALGANO, Diritto Commerciale 1. L'imprenditore, XIII ed. Bologna,Zanichelli, 2013
GALGANO, Diritto Commerciale 2. Le società, XVIII ed. Bologna, Zanichelli, 2013
Alternatively:
CAMPOBASSO: Diritto Commerciale 1. Diritto dell'impresa, latest edition available, Torino, UTET;
CAMPOBASSO: Diritto Commerciale 2. Diritto delle società, latest edition available,Torino, UTET.
Alternatively:
ALLEGRI, CALVOSA, CERRAI, D’ALESSANDRO, FORTUNATO, GRIPPO, MAFFEI ALBERTI, MANGINI, PARTESOTTI, PIRAS, SCOGNAMIGLIO, VOLPE PUTZOLU E ZANARONE, Diritto Commerciale, VI ed., Bologna, Monduzzi,
2010.
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 byMARTORANO, Titoli di credito, in Trattato di diritto civile e commerciale – Cicu-Messineo, Milano, Giuffrè Editore, 2002 is an irreplaceable source of in-depth analysis with regard to credit instruments.
It is also essential to use an updated civil code with an appendix of complementary laws.
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 oralexamination, but the Professor may submit students to possible intermediate tests also in writing.
