BUSINESS LAW I
Instructional goals
The course is aimed at investigating the main topics of the entrepreneur’s discipline, with particular focus to the rules of business activities and to the discipline of corporations. Essential rules of the crisis and bankruptcy complete the program.The main objective of the course is to give the tools for research, analysis and interpretation of rules, in order to develop the ability of textual and systematic investigation, with particular focus to the evolution of legislation, following the changes of the Economic phenomena.To achieve the objectives of the course, the lessons will illustrate the general framework of the disciplines, then show how to update and interpret the regulation, according to the doctrine and the jurisprudence.The course is divided into three parts:
The first part focuses on the profiles of the economic undertakings and on the instruments used by the entrepreneur (so called, commercial contracts and debt securities) .
The second part of the course is on the insolvency and bankruptcy proceedings The third part of the course is devoted to the analysis of the discipline of partnerships and corporations, with particular regard to recent legislative changes.
Intended learning outcomes
- Knowledge and understanding: the student - by studying, participating in the lectures and practical activities of the course - will have a deep knowledge of commercial law.
- Applying knowledge and understanding: the student - acquiring the correct tools and method - will be able to interpret commercial law provisions and reason about related topic.
- Making judgements: the student, through the use of the methodologies acquired during the course and the participation to the Moot court, will have acquired the ability to argue legally an interpretative thesis, making use of the doctrine and jurisprudence available.
- Communication skills: at the end of the course the student will be able to use legal and technical vocabulary of the subject.
Learning skills: the knowledge acquired during the course will allow the student to autonomously understand and interpret future issues and problems. The student will develop a solid knowledge of the fundamental aspects of the subject that will allow him to continue to independently deepen the topics studied.
Course Contents
The business enterprise . The enterpreneur. going concern. The brands . Consortia . The discipline of competition . Debt securities . Bank contracts . The bankruptcy proceedings . Partnerships . S.P.A., S.r.l., S.A.P.A. . Cooperatives
Reference Books
Campobasso, G. F. & Campobasso, M. (2022). Manuale di diritto commerciale (Ottava/ a cura di Mario Campobasso ed.). UTET giuridica. Link (https://luiss.alma.exlibrisgroup.com/discovery/openurl?institution=39LLUISSGC_INST&rfr_id=info:sid%2Fsummon&rft_dat=ie%3D2127299710004196,language%3DEN&svc_dat=CTO&u.ignore_date_coverage=true&vid=39LLUISSGC_INST:Services&Force_direct=false)
Alternatively
Ferri, Giuseppe.; Angelici, Carlo.; Ferri, G. B. (Giovanni B.)
2019. UTET. Link (https://luiss.alma.exlibrisgroup.com/discovery/openurl?institution=39LLUISSGC_INST&vid=39LLUISSGC_INST:Services&lang=it&rfr_id=info:sid%2Fsummon&rft_dat=ie%3D&rft.mms_id=991002866828904196&svc_dat=CTO&u.ignore_date_coverage=true&Force_direct=false)
Teaching Methods
The course will consist of both explanatory lectures, which clarify the contents of the recommended textbooks, and single-subject lessons
Assessment Method
The exam consists of an oral interview in which the student must demonstrate knowledge and understanding of the main topics of Business Law. . The student will have to be able to correctly use the juridical technical vocabulary of the subject.
For the purposes of assigning a mark out of thirty, the following evaluation criteria will be taken into account:
1. Project work (2 bonus points). One or more group work is foreseen for the analysis and discussion of jurisprudential cases, also simulating disputes in court or arbitration to test the ability to apply the knowledge acquired and the autonomy of judgment. Group work is assessed and the score achieved remains valid until September 2023 inclusive.
2. Final test (100%). The final exam is oral and assessed as follows: knowledge and understanding of the institutes and the principles of the subject and ability to apply them to concrete cases (70%); ownership of the technical-legal lexicon, ability to consult and evaluate relevant sources, acquisition of the study method (30%).
Learning gaps concerning one or more notions or principles will lead to an insufficient evaluation, even in presence of a basic knowledge of the matter.
Thesis assignment criteria
Attitude for the legal analysis of economy
Week 1 Contenuto sessioni on line e on campus
General notion of entrepreneur
The legal publicity of commercial enterprises.
The accounting records of the enterprise
Week 2 Contenuto sessioni on line e on campus
The subsidiaries of the entrepreneur.
Distinctive signs of the company: the company, the name, the brand.
The discipline of competition.
Consortia and restrictive agreements
Week 3 Contenuto sessioni on line e on campus
Business contracts.
Partnerships and companies.
Week 4 Contenuto sessioni on line e on campus
s.s., s.n.c., s.a.s.The corporation
S.p.A.: concept and modalities of constitution. Hypothesis of nullity of S.p.A.Allocation of contributions to capital. Capital and assets.
Week 5 Contenuto sessioni on line e on campus
Shareholdings: administrative and property rights. The corporate bond. The financial instruments.
The group of companies.
Week 6 Contenuto sessioni on line e on campus
Organization and governance in S.p.A. The alternative systems of management and control.
The shareholders' meeting. Shareholder’s agreements.
Director and Board of directors.
Week 7 Contenuto sessioni on line e on campus
The internal control. The external controls accounting. Judicial control ex art.2409 cc.
The financial statements and the Non-financial statement.
Week 8 Contenuto sessioni on line e on campus
Amendments to the statute. The right of withdrawal.
Increase and reduction of capital.
The s.a.p.a.
Week 9 Contenuto sessioni on line e on campus
S.r.l.: notion, organization and governance.
Dissolution and Liquidation of corporations.
Week 10 Contenuto sessioni on line e on campus
M&A. Company convertions.
Debts securities.
Week 11 Contenuto sessioni on line e on campus
Crisis of enterprises: an introduction.
Week 12 Contenuto sessioni on line e on campus
Specific disciplinary aspects of enterprises' crisis.