BUSINESS LAW I

BUSINESS LAW I

Vincenzo Donativi

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. 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 two parts: The first part focuses on the profiles of the economic undertakings and on the instruments used by the entrepreneur. The second 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

- Acquisition of knowledge and understanding through a teaching methodology focused on "acquisition": the student - by studying, participating in the lectures and practical activities of the course - will have a deep knowledge of commercial law. - Acquisition of ability to apply knowledge and understanding through the adoption of a teaching methodology based on "Investigation" and "collaboration": the student - acquiring the correct tools and method - will be able to interpret commercial law provisions and reason about related topic. - Development of the autonomy of judgment through the adoption of a teaching methodology focused on "discussion" and "production": 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. - Acquisition of communication skills through the adoption of a teaching methodology focused on "discussion": at the end of the course the student will be able to use legal and technical vocabulary of the subject. Learning skills generated by the combination of methods of "acquisition", Investigation", "collaboration", "discussion" and "production": 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. The discipline of competition. Partnerships. S.P.A., S.r.l., S.A.P.A.

Reference Books

- G.F. Campobasso, Diritto commerciale, vol. 1, Diritto dell’impresa, UTET, ultima edizione; - V. Donativi (edited by), Le società, in Itinera, Guide Giuridiche IPSOA, Gruppo Wolters Kluwer, 2019; - Slides and other teaching materials, that expose case studies and doctrinal and jurisprudential insights. For your knowledge, the following arguments will not be in the exam: - European Economic Interest Group; - Consortium of entrepreneurs; - Temporary enterprises association; - Business networks; - European company; - Mutual Company; - "Società tra professionisti (STP)"; - Special operations. The detailed list of paragraphs to be examined will be communicated during the first lesson and through the e-learning platform, in order to facilitate the exact identification by the student and to take into account the contingencies related to the health emergency.

Teaching Methods

The course will consist of both explanatory lectures, which clarify the contents of the recommended textbooks, and single-subject lessons, in addition to the study of case studies and the conduct of exercises. The support material, uploaded on the e-learning platform, together with the lectures, will allow students to acquire the hermeneutic method and the correct use of the interpretative canons, which will be explained during the first lesson. The acquisition of this method will be evaluated during the final examination.

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 (0-2 bonus point). There are two moot court, which will take place as group work of analysis and discussion of jurisprudential cases. Moot court is assessed and the score achieved remains valid until September 2024 inclusive. The first lesson dedicated to the moot court includes the reading of the outline, the formation of the groups and the examination, by each group, of the questions of fact and law and leads to the presentation of the questions that each of the groups intends to submit to the college. Along with the track, in the first lesson, students are also provided with special "materials": in particular, photocopies of pronunciations and contributions of relevant doctrine on the subject. Students, however, are encouraged to search autonomously, between the first and the second lesson, even further material and not necessarily stop at the one distributed in the classroom. The second lesson is devoted to the discussion, which in turn is held in two stages: initial discussion by each group and, subsequently, replications. At the end of the exposition of each part, in fact, there is a second round of interventions to give the opportunity to each team to counter argue to the observations of the opponents and to respond to the solicitations of the judges. Indeed, the judges can ask questions and moderate the debate. The third lesson consists in the reading of the sentence/award (written) and in its commentary, but it occupies only a very first part of the lesson, which then continues in an ordinary way on new topics. Participation in the moot court and group work is mandatory and, if positively evaluated, will result in the candidate being awarded bonus points (up to a maximum of two) on the final vote. The maximum score - equal to two bonus points - will be awarded to students who, actively participating in the moot court, will stand out in arguing their thesis during the discussion or in the production of the final paper of the exercise; The score of only one bonus point will be assigned to other students who take part in the moot court in an active and profitable way. 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 and the ability to use the hermeneutic method and interpretative canons (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

LECTURE 1 ON LINE: Course introduction and lecture on “legal reasoning and interpretation”. LECTURES 2-3 ON LINE/ON CAMPUS: Art. 2082 c.c. (the definition of entrepreneur): legal requirements.

Week 2 Contenuto sessioni on line e on campus

LECTURE 4 ON LINE: The attainment and the loss of the qualification of entrepreneur. LECTURE 5 ON LINE: Art. 2083 c.c. (the minor entrepreneur). LECTURE 6 ON CAMPUS: Art. 2135 c.c. (the professional farmer).

Week 3 Contenuto sessioni on line e on campus

LECTURE 7 ON LINE: The secret entrepreneur. LECTURE 8 ON LINE: Firm agent and commercial agency. LECTURE 9 ON CAMPUS: The unlawful entrepreneur.

Week 4 Contenuto sessioni on line e on campus

LECTURE 10 ON LINE: The going concern. LECTURES 11-12 ON LINE/ON CAMPUS: Moot court.

Week 5 Contenuto sessioni on line e on campus

LECTURE 13 ON LINE: Unfair competition. LECTURE 14 ON LINE: Anti-trust. LECTURE 15 ON CAMPUS: The firm name, sign and brand.

Week 6 Contenuto sessioni on line e on campus

LECTURE 16 ON LINE: Company Register. LECTURE 17 ON LINE: Business partnerships – Corporate property. LECTURE 18 ON CAMPUS: The company's contract.

Week 7 Contenuto sessioni on line e on campus

LECTURE 19 ON LINE: Partnerships – Management. LECTURE 20 ON LINE: Partnerships – Death of a partner and resulting distribution of his capital stake. LECTURE 21 ON CAMPUS: Partnerships – The limited partner.

Week 8 Contenuto sessioni on line e on campus

LECTURE 22 ON LINE: Limited companies – The incorporation: articles of incorporation and by-laws. LECTURES 23-24 ON LINE/ON CAMPUS: Limited companies – Shareholders agreements

Week 9 Contenuto sessioni on line e on campus

LECTURE 25 ON LINE: Limited companies – Special stock classes and other equity instruments. LECTURES 26-27 ON LINE/ON CAMPUS: Moot court

Week 10 Contenuto sessioni on line e on campus

LECTURE 28 ON LINE: Limited companies – Corporate bonds LECTURE 29 ON CAMPUS: Limited companies – Members' interests

Week 11 Contenuto sessioni on line e on campus

LECTURES 30-31 ON LINE: Limited companies – Corporate governance in s.p.a. and s.r.l. LECTURE 32 ON CAMPUS: Limited companies – “s.r.l.s.”

Week 12 Contenuto sessioni on line e on campus

LECTURE 36 ON LINE: Limited companies – Capital measures. LECTURE 37 ON CAMPUS: Q&A