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, company's insolvency and restructuring and finally business, commercial and banking contracts.
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.
A substantial part of the course will be dedicated to the study of the companies' insolvency and its restructuring in light of the new Italian Consolidated Law on Crisis and Insolvency of entrepreneurship and companies.
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:
Il programma si articola come segue:
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 d'impresa (contratti del consumatore, contratti tra imprese, abuso di dipendenza economica, commercio elettronico, profili di diritto internazionale)
7. I contratti per la distribuzione dei beni (mediazione, agenzia, commissione, somministrazione, vendita in esclusiva, concessione di vendita e franchising)
8. I contratti bancari (conto corrente, deposito, apertura di credito, finanziamenti e mutui speciali, garanzie, leasing e factoring)
9. I contratti del mercato mobiliare (intermediazione mobiliare, servizi e attività d'investimento, gestione collettiva del risparmio)
10. I titoli di credito e dematerializzazione. Titoli di credito cambiari
11. Crisi d'impresa: fondamenti e soluzioni concordate
12. Fallimento: struttura ed effetti
13. Il procedimento fallimentare: il fallimento delle società
14. Le altre procedure concorsuali (liquidazione coatta amministrativa, amministrazione straordinaria delle grandi imprese in stato di insolvenza, amministrazione straordinaria delle grandissime imprese). Composizione delle crisi da sovraindebitamento.
15. Società e figure affini (elementi essenziali del contratto di società; tipi e distinzioni tra società; altre forme collettive di esercizio dell'attività economica)
16. Le società in generale
17. Le società di persone
18. Le società di capitali (costituzione, struttura finanziaria, corporate governance, vicende modificative)
19. Le società cooperative e le mutue assicuratrici
20. Le società con azioni quotate in mercati regolamentati
21. Libri sociali e bilancio
22. Scioglimento
22. Società di capitali unipersonali. Gruppi. Società a partecipazione pubblica
23. Operazioni straordinarie: fusione, scissione e trasformazione.
24. Profili di diritto internazionale: diritto privato internazionale, Società Europea
(*) Class responsibility: professor Cesare Galli
Bibliography
For the next academic year (2021/2022) the course has been significantly modified both to include the study of insolvency law (now a part of the programme) and to maximize its connatural theoretical and practical approach. Besides the traditional study of a text-book it will be 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 (both written and oral)
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. (or the last and more updated issue is available), inclusive of the appendix “Addenda legislazione emergenza sanitaria”) whose download is available 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
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 will be in presence. In particular an active attitude of the students will be 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 to support discussion and interaction.
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, proper instructions will be provided on the Elly platform.
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 (inclusive of the study materials); mistakes thresholds will be of no 7 errors. The written test represents a preliminary barrier to sit the oral examination and has the scope to assess the basic knowledge of the matter. The written test will only have a positive (“passed”) or negative (“failed) outcome. The outcome of the written test will be disclosed immediately after the conclusion of the time granted to complete it (30 minutes or 40 minutes if from remote). 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.
All the students having a study-plan providing for "Diritto commerciale 12 CFU" are warmly suggested to inform the professor sending him an e-mail before the expiry of the exam's enrolment deadline.
