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 cuses 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 .
Prerequisites
Private Law
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, G. F., Campobasso, M., & Campobasso, M. (2022). Manuale di diritto commerciale (Settima / 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.)
2023, 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 Lectures will be characterized by an in-depth study of the topics indicated
in the course content and for the use of references to acts and concrete cases. They are carried out
exercises and simulations of cases.
Assessment Method
The exam consists of an oral interview in which the student must demonstrate that they know e
understand the main topics indicated in the modules of the teaching program. The
student must be able to analyze the discipline and the institutes independently and with a critical spirit
subject of the course, correctly using the legal language of the subject,
demonstrating that they have achieved the study method and an adequate ability to
reasoning and learning necessary to continue also independently
an in-depth study of the subject. For the purposes of assigning a vote out of thirty, it is taken into account
of the following evaluation criteria:
1. Project work (0-2 bonus points). One or more analysis group works are foreseen e
discussion of jurisprudential cases, also simulating disputes in court o
arbitration to test the ability to apply the knowledge acquired and the autonomy of
judgement. Group work is assessed and the score obtained remains valid until
JUNE 2024.
2. Final test (100%). The final exam is oral and assessed as follows: knowledge e
understanding of the institutions and principles of the subject and ability to apply them to cases
concrete (70%); properties of the technical-legal language, ability to consult and evaluate
relevant sources, acquisition of the study method (30%).
The presence of gaps on one or more institutes or principles involves an evaluation
insufficient even in the presence of a basic knowledge of the subject.
Thesis assignment criteria
Attitude for the legal analysis of economy
Week 1
-General notion of entrepreneur
-A trader: notion and applicable statute
-The notion of farmer and the notion of small businessman
Week 2
The legal publicity of commercial enterprises.
- The auxiliaries of the entrepreneur: procurators and clerks
- The accounting records of the enterprise Distinctive signs of the company: the company, the name.
Week 3
Brand and trademark
-The organization of the business and the asset deals.
-the transfer of The organization of the business and the asset deals.
Week 4
Consortia and restrictive agreements
-Fair and unfair competition. The market and its protection: antitrust regulation. The business networks.
-Bank contracts
Week 5
1. Law and economics of the business insolvency.
2. Private arrangements. Reorganization procedures.
3. Liquidation procedures.
Week 6
1.negotiable instruments.
individual instruments. promissory notes and bank checks.
-2 mass instruments. securities.
-3. Financial instruments: dematerialization and digitalization (DTL, tokens and blockchain).
Week 7
-Partnerships and companies
-s.n.c. and irregular Corporations
- The s.a.s.
Week 8
Intermediate exam
Week 9
-The corporation
S.p.A.: concept and constitution.
- Nullity of S.p.A.-
- Shareholder’s agreements: the notion and disclosure regime
-Allocation of contributions to capital and criteria for allocation of shares. Capital and assets. Increase and reduction of capital.
Week 10
Shareholdings: Administrative And Economic Rights. The "Special" Categories Of Shares-Transfer Of Shares. Corporate Bonds. Other Forms Of Participation Instruments
-The Group Of Companies And Treasury Share Transactions. The Liability For The Direction And Coordination. The Group Of Companies
-Organization And Governance In S.P.A. The Alternative Systems Of Management And Control.
Shareholders General Meetings: Convocation, Quorum And Voting Procedures.
Challenge Of Shareholders Meetings' Resolutions: Voidness And Voidability
Week 11
The alternative systems of management and control: dual system and one-tier system corporate governance
-The interests of the directors and the responsibility of the BoardComposition, appointment and functioning of the internal control. The external controls accounting. Judicial control ex art.2409 cc.
- S.r.l and S.A.P.A.: notion, organization and governance. The “simplified” S.r.l.
Week 12
Cooperatives: notion, organization and governance
- Liquidation of the Companies
- Mergers, demergers and trasformation