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 concordat, limitations, and potential conditions; bankruptcy procedures, assumptions, procedure and closing the crisis of non-fallible.
b. Ability to apply knowledge: 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.
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 contractual and their guided discussion.
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 study of extraordinary transactions and the second to the analysis of governance models proposed for corporations.
Full programme
Extraordinary operations:
- - Business acquisitions: the transfer of business (and contribution), the transfer of shares / units,
- amendments to the articles of association and withdrawal,
- the change in the share capital,
- the transformation,
- the merger,
- the demerger,
- the liquidation of the company.
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.
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. In the course are also related educational workshops set to the simulation of real situations (v. Laboratory and Laboratory on Corporate Crises).
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. It will be provided an intermediate test in mid-course.
Other information
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