BUSINESS LAW I

Salvatore Lopreiato, Pierpaolo Pirani

Instructional goals

The course provides grounding in Business Law, covering the study of both entrepreneurs and corporations, with a focus on companies in general, partnerships, the joint stock company and Limited Liability Companies. The objective is to highlight the role of Business Law for the development of businesses and economy, between rules and autonomy of individuals.

Prerequisites

Private law

Intended learning outcomes

Knowledge and understanding: through participation to in-person lectures and online classes, the student acquires knowledge of the fundamental institutions of corporate law (individual and corporate) with a specific focus on the discipline of companies in general, partnerships, the joint stock company and limited liability companies. In order to verify the acquired knowledge, an oral exam will be held at the end of the course. Ability to apply knowledge and understanding: The student is enabled to distinguish, from a structural and functional point of view, the organizational models of businesses illustrated during the course and is therefore able to interpret the legal rules governing each model. An oral interview will be held at the end of the course to verify the acquired knowledge. Critical thinking: the analytic method acquired during the course allows the student to identify data and materials relevant to the analysis of the normative sources of business law and to evaluate critically the different doctrinal and jurisprudential orientations regarding each institution studied. Thus, the student acquires the ability to analyse cases and is able to qualify them from a legal standpoint. Communication skills: at the end of the course the student is able to use, with adequate terminological precision, the technical and legal vocabulary of business law in relation to the issues studied.

Course Contents

The entrepreneur and the assets. Competition and the protection of the enterprise in the market. Companies in general. For-profit companies and Benefit Corporations. Partnerships. Capital companies and the reform. The joint stock company and the limited partnership by shares. The limited liability company. Dissolution. Business crisis and insolvency procedures. Contracts between entrepreneurs and between entrepreneurs and consumers. Debt securities and payment instruments.

Reference Books

Campobasso, G. F., Manuale di diritto commerciale (ottava edizione / a cura di Mario Campobasso ed.). UTET giuridica. 2022

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

Theses will be given on topics, agreed with the teacher, taking into account student's specific interests and the exam’s grade.

Week 1 Contenuto sessioni on line e on campus

ON CAMPUS The notion of entrepreneur (Article 2082 of the Italian Civil Code) The business entrepreneur (Article 2195 of the Italian Civil Code) ONLINE The agricultural entrepreneur (Article 2135 c.c. of the Italian Civil Code). The small business owner and the SMEs

Week 2 Contenuto sessioni on line e on campus

ON CAMPUS Entrepreneurial agency Accounting records ONLINE Distinctive marks

Week 3 Contenuto sessioni on line e on campus

ON CAMPUS Assets: notion and transfer Consortia and network contracts ONLINE Market and anti-monopoly rules. European and Italian antitrust legislation Unfair competition

Week 4 Contenuto sessioni on line e on campus

ON CAMPUS Origins, function and characteristics of debt securities as means of payment and financing. Transfer, defenses and ammortamento. The dematerialization The bill of exchange The check ONLINE Taxonomy. Business-to-Consumer and Business-to-Business contracts

Week 5 Contenuto sessioni on line e on campus

ON CAMPUS Bankruptcy and insolvency proceedings ONLINE The procedures for settling the civil debtor's crisis

Week 6 Contenuto sessioni on line e on campus

ON CAMPUS Non-corporate entities. Associations and fundations; the Third-Sector. The taxonomy corporations: partnerships and capital stock companies ONLINE Benefit corporations.

Week 7 Contenuto sessioni on line e on campus

ON CAMPUS Partnership. Autonomy and liability. ONLINE De facto and irregular enterprises. Occult and Apparent enterprises

Week 8 Contenuto sessioni on line e on campus

TON CAMPUS The 2003 reform. The corporate forms The essential features of the joint stock companies. Shares and limited liability. The joint stock company limited by shares. The Constitution. By-laws and shareholders’ agreements. Hazardous contributions and purchases ONLINE Nullity of the company

Week 9 Contenuto sessioni on line e on campus

ON CAMPUS Capital and shares Share classes. Share circulation and dematerialization ONLINE Bonds Equity-like instruments

Week 10 Contenuto sessioni on line e on campus

ON CAMPUS Administration and control systems Shareholder rights and shareholder meetings’ competencies The ordinary and extraordinary meeting: substantial and procedural issues ONLINE The system of internal controls External audits. Judicial control of management

Week 11 Contenuto sessioni on line e on campus

ON CAMPUS Administrative function. Appointment, termination and replacement. Board of Directors and delegated bodies Directors’ interests. Directors’ duties ONLINE Directors’ liability.

Week 12 Contenuto sessioni on line e on campus

ON CAMPUS The LLCs: the distinctive features The different variations of LLC in the Italian Civil Code and in the sectoral legislation LLCs constitution. Capital and paid-up capital. The shareholders decisions: competence and procedure Models of administration and directors and shareholders liability ONLINE Cooperatives and mutuality