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 and, in particular, to be able to describe the rules governing each topic, to explain the underlined economic phenomena, to illustrate the rationale underpinning the rules as well the interests protected by them, to compare the Italian rules with solutions adopted by foreign jurisdictions.
Prerequisites
In order to sit the exam it is required to having successfully passed the following exams: Istituzione di diritto romano e Istituzioni di diritto privato. The commercial law exam must be passed in order to sit the exam of Bankruptcy Law.
Course unit content
The aim of the course is to describe rules and principles of commercial law which includes: business law, company law and business and commercial contracts. Bankrutcpy law is excluded, it being the core subject of a specific course (bankruptcy law). Rules governing paper titles will be mentioned in the context of the shares discipline.
The first part of the course will concern the study of the enterprise and the entrepreneur. During the classes we will identify the characteristics of each single entrepreneurs category and the rules applicable to them. Commercial entrepreneur will be at the center of the stage: we will also deal with the public disclosure regime to which they are subjected and book entries and accounts rules. Classes will also focus about going concerns and transfer of a business. A significant portion of this part of the course will be dedicated to describe intellectual property rules (and in particular trademarks and patents) and the rules concerning competition and cooperation among entrepreneurs.
The second part of the course will deal with company in general and joint stock companies in particular. 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 transaction on the capital as well mergers and de-mergers will be also studied during the course. Focus will be made on the balance-sheet and financial statements' rules. Some classes will be devoted to study the specific rules governing listed companies and takeovers as a peculiar technique to purchase a company.
The last part of the course will be dedicated to the study of the main banking and financial contracts (leasing, factoring, securitization). The legal framework of financial services, financial intermediation and public offering of financial products will also be explained during classes.
Full programme
The Syllabus will cover the following topics:
1. Le origini e le fonti del diritto commerciale
2. L’imprenditore
3. L’azienda
4. I segni distintivi e le opere dell’ingegno (*)
5. La disciplina della concorrenza (*)
6. I consorzi e le altre forme di collaborazione tra imprese
7. Le società in generale
8. Le società di persone
9. Le società di capitali: la società per azioni
10. Le società che fanno ricorso al mercato del capitale di rischio. La tutela del risparmio. Il mercato mobiliare. Le autorità di vigilanza.
11. La s.r.l.
12. La s.a.p.a.
13. Le società a scopo mutualistico. Imprese, enti e società a statuto speciale (cenni)
14. La trasformazione, la fusione, la scissione e le altre operazioni straordinarie
15. I gruppi di società e le altre forme di integrazione fra imprese
16. Il bilancio
17. I contratti bancari
18. L'intermediazione finanziaria (leasing, factoring, cartolarizzazione)
19. L'intermediaze mobiliare (servizi di investimento, organismi di investimento collettivo e offerta al pubblico di prodotti finanziari)
(*) Class responsibiliy: prof. C. Galli
Non-attending students are requested to contact the teacher in order to define the program updates due in light of the new legislation and case law.
Bibliography
To prepare for the exam it is recommended to use the following textbooks:
1. CAMPOBASSO, Diritto commerciale 1. Diritto dell’impresa, last available ed., Torino, UTET;
2. CAMPOBASSO, Diritto commerciale 2. Diritto delle società, last available ed., Torino, UTET.
3. CAMPOBASSO, Diritto commerciale 3. Contratti. Titoli di credito. Procedure concorsuali, last available ed., Torino, UTET (limited to the following parts: Chapter XIII – I Contratti bancari (whole); Chapter XIV – L’intermediazione finanziaria (limited to Section A, B e C); Chapter XV – L’intermediazione mobiliare ((whole).
As an alternative to the books listed above, in light of their updated status, it is suggested:
Diritto commerciale, a cura di M. Cian, III. Diritto delle società, Giappichelli, Torino, 2017
Diritto commerciale, a cura di M. Cian, I. Diritto dell'impresa, Giappichelli, Torino, 2017
Le banche e il mercato mobiliare. Estratto da “Manuale di diritto commerciale” edited by Vincenzo Buonocore
The following is the the link where you ay download the excerpt of the book:
https://www.giappichelli.it/le-banche-e-il-mercato-mobiliare
It is also required the use of an updated Italian Civil Code.
Teaching methods
The course consists in frontal lessons orally exposed by the professors. 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 (e.g.: ELLY PLATFORM). Legal materials and case law will also be made available to study specific topics.
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.
Assessment methods and criteria
The global appraisal of the learning consists of a written test and of an oral examination to be sat the same day.
The written exam consists in a multiple choice test having the following features: no. 21 questions to be answered in 30 minutes; 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). It will neither imply 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.
The oral examination 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
For ERASMUS students it is advisable to prepare the exam as follows:
- CAMPOBASSO, Diritto commerciale 1. Diritto dell’impresa, ultima edizione disponibile, Torino, UTET (whole);
or
- CAMPOBASSO, Diritto commerciale 3. Contratti. Titoli di credito. Procedure concorsuali, ultima edizione disponibile, Torino, UTET (limited to the following parts: Chapter XIII – I Contratti bancari (whole); Chapter XIV – L’intermediazione finanziaria (limited to Section A, B e C); Chapter XV – L’intermediazione mobiliare ((whole).
It is also required the use of an updated Italian Civil Code.
