COMMERCIAL LAW
cod. 21914

Academic year 2020/21
4° year of course - Annual
Professor
- Cesare GALLI - Matteo Ludovico VITALI
Academic discipline
Diritto commerciale (IUS/04)
Field
Commercialistico
Type of training activity
Characterising
82 hours
of face-to-face activities
12 credits
hub: PARMA
course unit
in ITALIAN

Learning objectives

The course explains the rules which compose the legal framework of the commercial law system. Classes will be carried on also taking into consideration the experience of other jurisdictions if this is considered to be functional to a better understanding of the subject.
At the end of the course, students will be expected to:
- have a proof knowledge of the subject
- be able to describe the rules governing each topic
- explain using technical language the underlined economic phenomena
- illustrate the rationale underpinning the rules as well the interests protected by them
- compare the Italian rules with solutions adopted by foreign jurisdictions.

Prerequisites

To sit the exam it is required to having successfully passed the following exams: "Istituzioni di diritto privato", "Istituzione di diritto romano" and "Diritto costituzionale".

Course unit content

This Syllabus is compliant and consistent with the “Guidelines for the draft of the Syllabus and of the didactical plans” issued by the official body of the University of Parma called “Presidio di Qualità di Ateneo”.
The aim of the course is to describe rules and principles of Italian Commercial and Company Law. This subject includes: business law, company law and business, commercial and banking contracts.
Bankruptcy law is excluded, it being the core topic of a specific course (“bankruptcy law”).
The course starts with the study of the origins of company law and goes further taking into consideration the rules governing enterprises and the entrepreneur(s) according to Italian law. The regimes applicable to each single entrepreneurs’ category will be discussed with a particular focus on the “commercial entrepreneur”. Rules concerning a going concern (“azienda”) are another fundamental topic of this part of the course. Intellectual property rights (trademarks and patents in particular) are further topics touched by the course.
Debt securities (“titoli di credito”) will be discussed as well explaining the principles that govern their circulation in the market.
This year the Syllabus also includes the study of commercial, business and banking agreements, and of agreements diffused in financial market practice (financial investment agreements; management companies).
The final part of the course will deal with company law focusing on the general notion of “company” and then on joint stock companies. The regime of the joint stock companies will be regularly compared with those of other kinds of company (as for example the “società a responsabilità limitata”). The incorporation process, the financial structure, the corporate governance and the transactions involving the capital, as well mergers and de-mergers and transformations will be also tackled during our classes. Given their importance, balance-sheet’s and financial statement’s rules will be discussed. Some classes will be devoted to study the specific rules governing listed companies and takeovers as a peculiar technique to purchase a company (“public M&A”).

Full programme

The Syllabus covers the following topics:

1. Le origini e le fonti del diritto commerciale
2. L’imprenditore, categorie di imprenditori e normative applicabili
3. L’azienda
4. I segni distintivi e le opere dell’ingegno (*)
5. La disciplina della concorrenza (*)
6. I contratti di impresa
7. I contratti per la distribuzione dei beni
8. I contratti bancari
9. I contratti del mercato mobiliare
10. I titoli di credito
11. Le società in generale
12. Le società di persone
13. Le società di capitali
14. Le società cooperative e le mutue assicuratrici
15. Le società con azioni quotate in mercati regolamentati
16. Libri sociali e bilancio; scioglimento
17. Società di capitali unipersonali. Gruppi. Società a partecipazione pubblica
18. Operazioni straordinarie (fusione, scissione e trasformazione). Profili di diritto internazionale

(*) Class responsibility: professor C. Galli

Bibliography

For the next academic year (2020/2021) the course has been significantly modified in order to maximize a theoretical and practical approach. Besides the traditional study of a text-book it is also required to know in depth a series of selected cases and materials that will be part of the course and then included in the exam’s material.

TEXT-BOOK (COMPULSORY)
G. Presti – M. Rescigno, Corso di diritto commerciale (Volume I and Volume II, enclosed in a single volume), Zanichelli, Bologna, IX ed., inclusive of the appendix “Addenda legislazione emergenza sanitaria”) downloadable, for free, at the following website:
https://www.zanichelli.it/ricerca/prodotti/corso-di-diritto-commerciale-volume-unico
The following parts of the text-book are not included in the Syllabus:
- Lezione VII, from page 107 to page 116 (the residual part of Lesson VII is included)
- Lezione VIII
- Lezione from XIV to XVII
2) CASES & MATERIALS (COMPULSORY)
For the exam the study of some cases and materials is also required. The list of the selected materials will be available at the beginning of the course on the platform “Elly” – Company Law page, jointly with the instructions to download. Almost all the selected materials are available on the text-book printer website (Zanichelli):
https://www.zanichelli.it/ricerca/prodotti/corso-di-diritto-commerciale-volume-unico
where, under the section “Casi e materiali” you may find the links available for the download in the correspondent “Lezione”. Should a material be not available on this website, it will be uploaded by the professor on the “Elly” platform.
3) LEGAL RESOURCES
It is also required the use of an updated Italian Civil Code that remains the main study material and that it is essential for the completion of the preliminary written test.

Teaching methods

The course consists in streaming lessons via the use of the following platforms (Teams for the lessons and Elly for the materials). In particular, the lessons will be synchronically performed (via Teams), recorded and made available for the students on the Elly platform (course page). During the streaming classes, an active attitude of the students will be also required to promote their participation and interaction. Such a participation will be in particular based on the material selected for this course and made available on Elly (course page). Slides and other media could be used during classes; this material will be made available to students through the official digital channels of the law department (ELLY course page).
The course requires the active attendance of the students. Furthermore, in order to link the theoretical study of the subject with a more practical approach seminars will also be arranged on specific topics. In this case, the professor will invite practitioners and professionals with the aim to illustrate to students problems arising in the professional life. Some classes will also have the nature of seminaries with the scope to support students filling the gap in case of a preliminary lack of basic information.
Mock exams simulating the written preliminary test will be also included in the course’s offer.

Assessment methods and criteria

The global appraisal of the learning consists of a written test (multiple choice answers) and of a free interview to be performed the same day of the written exam. Should the exam be remotely attended due to the extension of the sanitary emergency, the following platforms will be adopted:
Elly/Respondus for the written exam;
Teams for the oral exam;
In case “Respondus” would not be compatible with the device used by a student, also the written exam will be attended via Teams. However, the student will be required to previously inform the professor via e-mail – in this specific case.
Students may refer to the following guidelines:
http://selma.unipr.it/;
http://selma.unipr.it/wp-content/uploads/Guida-Respondus.pdf;
https://elly.(nome dip.).unipr.it

During both the written and the oral examination the use of any source (Italian civil code, personal notes, slides, books, etc.) or of any e-device (tablet, smart-phone, etc.) is strictly forbidden. Devices may be used only to link to the required platform to sit the exam.
Students affected by DSA/BES are kindly requested to previously contact the professor to determine the method for the assessment of their knowledge, without prejudice for the legal measures already provided by the applicable law.
As far as the peculiarities of the exam are concerned please take note of the following detailed information:

PRELIMINARY WRITTEN TEXT
The written exam consists in a multiple choice test having the following features: no. 21 questions to be answered in 30 minutes (extended to 40 minutes in case of a remote test due to the extension of the sanitary conditions); only 1 answer out of 4 is correct; questions may cover all the matters included by exam Syllabus; mistakes thresholds will be of no 7 errors.
With reference to the test outcome it is worth noting as follows: the written test represents a preliminary barrier to sit the oral examination and has the scope to assess the basic knowledge of the matter.
Given this scope, the test in mainly based on the rules linked with the topics covered by the Syllabus and mainly contemplated by the Italian Civil Code and linked rules. Topics covered by the test may be discussed during the oral examination more in depth. The written test will only have a positive (“passed”) or negative (“failed) outcome, depending on the number of errors made (as indicated above).
The test implies neither any mark, nor the number of error will have any effect on the outcome of the oral examination. The outcome of the written test will be disclosed immediately after the conclusion of the time granted to complete it (30 minutes).
Following the conclusion of the test the professors will illustrate to students the correct answers, by mentioning the rules involved by the questions and providing students with a brief summary/explanation of the correct answer. Students will have the right to view their test during the exam or during office hours of the professor. Upon students’ request, students in international mobility or affected by officially certified pathologies which may have an impact on the understandings (e.g. dyslexia) will be exempted from taking the test. In this case the oral examination will include several question in order to verify the pursue of the targets required by the written test.




ORAL EXAM
The oral exam consists of oral questions to determine to what extent, on a scale from 0 to 30, a student is able to highlight the main rules involved by the subject, their elements, their rational, the underpinning economic phenomena, the interests involved. The outcome will also consider if the student has reached the targets above mentioned. Generally the student will be addressed with no. 3 questions and a scale from 0 to 10 will be attributed to each answer. Students must confirm to having fully understand the topics involved and to have reached to above mentioned targets as explained during classes and detailed in textbooks and materials.

Other information

All students (attendees or not the class of "Commercial Law") are requested to prepare the exam taking into consideration the updated Syllabus. Eventual updates will be upload on “Elly” platform.

ERASMUS students are requested to prepare the exam according to the guidelines indicated in this Syllabus (Text-book + Materials + updated edition of an Italian Civil Code). However, ERASMUS students are not requested to sit the written exam (multiple choice test) being entitled to directly access the oral exam.