BUSINESS LAW I
Instructional goals
The business law course covers the study of business firms and of their markets (business firms). The course is mainly dedicated at an in-depth study of business organizations, thus partnerships, companies and cooperatives (business organizations): we will analyze general principles and rules, as well as the law of partnerships, companies (including listed companies) and of non-profit organizations (including cooperatives).
Intended learning outcomes
Knowledge and understanding: regular attendance to classes allows Economics and Management students to, first, familiarize with the legal terminology specific to business law, and then, thanks to that, to quickly understand the core issues of business law, namely of its problems and of the solutions provided for by the law in the codes, in courts, and by lawyers. Results will be verified in an oral conversation at the end of the course. However, mid-term tests will be organized: on the one hand, these will stimulate active participation of students in class, on the other hand, these will also facilitate the study of the subject matter, generally considered amongst the more challenging of the entire academic program.
Ability to apply knowledge and understanding: At the end of the course, students will be able to use their acquired knowledge to reality, thus recognizing the various business and organizational models and having command of the various applicable rules.
Critical thinking: the skills acquired during the course allow the student to identify data and tools relevant for the analysis of the sources of business law and to critically consider the various orientations elaborated by commentators and courts in connections with the various issues studied. Thus, the student acquires the ability to analyze cases and is capable of qualifying them from a legal standpoint.
Communication skills: at the end of the course the student will be able to use, with adequate terminological precision, the technical and legal vocabulary of business law in relation to the issues studied.
Course Contents
The business firm. The competition and the markets. Business distress and insolvency procedures. Contracts between firms and between firms and consumers. Securities and financial instruments.
Business organizations. General principles of company law. Partnerships. Companies. Cooperatives. Dissolution, withdrawal, redemption. Extraordinary operations. Groups.
Reference Books
Business organizations: A. Stagno d’Alcontres, N. de Luca, Manuale delle società, 2nd ed., Giappichelli, Torino, 2023 (mandatory).
Business firms: G. Presti, M. Rescigno, Corso di diritto commerciale, Vol. I, Impresa, contratti, titoli di credito, crisi e insolvenza, Zanichelli, Bologna, 2023, 11th ed. (recommended)
Instead of Presti-Rescigno, for the study of business firms, students may choose in alternative:
G.F. Campobasso, Manuale di diritto commerciale, a cura di M. Campobasso, 8th ed., UTET giuridica, Torino, 2022 (Chapters: 1-9, 27-49);
M. Cian (a cura di), Manuale di diritto commerciale, 5th ed., Giappichelli, Torino, 2023 (Sections 1-8).
Teaching Methods
The chosen teaching method requires the study of textbooks before each class. This permits that classes are interactive, as students will be constantly involved in the discussion.
Assessment Method
The final exam consists of an oral interview covering the entire program of the course. However, attending students can take a mid-term test relating to business firms issues (content of weeks 1 to 4), the result of which, if positive, exempt from the correspondent part: in this case the oral exam focuses on company law only (content of weeks 5 to 12).
During the oral exam the student must demonstrate that he/she has definitively acquired both the terminology and the contents of business law.
For the purposes of assigning a mark out of thirty, the following evaluation criteria are taken into account:
1. Mid-term test, optional (30%)
2. Final test (from 70% to 100%). The final test is oral and assessed as follows: knowledge and understanding of the issues and principles of the subject and ability to apply them to concrete cases (70%);
command of the technical-legal vocabulary, ability to consult and evaluate relevant sources, acquisition of the study method (30%).
Gaps on one or more issues or principles of the subject matter entails a negative assessment even in the presence of basic knowledge of the subject.
Thesis assignment criteria
Course attendance and successful completion of the exam
Week 1
Introduction to business law.
The firm: business, agricultural, small. The professionals. The governmental firms. Not-for-profit firms.
The regulation of business firms: the commercial register, the business agency, the accounts.
Week 2
The organization of the business and the asset deals.
Commercial names and trademarks. Intellectual property (IP) and industrial patents.
Fair and unfair competition. The market and its protection: antitrust regulation. The business networks.
Week 3
Law and economics of the business insolvency.
Private arrangements. Reorganization procedures.
Liquidation procedures.
Week 4
Securities: in general.
Main types of securities: the bill of exchange, the check and the bill of lading.
Financial instruments: dematerialization and digitalization (DTL, tokens and blockchain).
Week 5
Business organizations: in general.
What is a company and what is it for?
What (type of) company to choose?
Where is it best to form your company?
Manuale delle società, I.1-3.
Partnerships.
Contractual basis.
Financial basis.
The organization
The right to dispose, death of the shareholder, expulsion.
Dissolution of the partnership.
Manuale delle società, II.1-4.
Week 6
Companies.
1. Contractual basis.
The founding documents: statutes and bylaws
The formation process
Nullity of the company and of shares
The amendments to the statutes
Manuale delle società, III.1.1-4.
Week 7
II. Financial basis.
Legal capital and contributions. Contributions in general and contributions in cash. Contributions in kind and of credits. Performance of works.
Shares. Share certificates and other techniques. Transfer of shares and M&A. Information of shares and qualified shareholdings.
Corporate finance. Bonds and other financial instruments.
Listed companies and markets in financial instruments.
Manuale delle società, III.2.A.1-4; III.2.B.1-4; III.2.C.1-3; III.2.D.1-2.
Week 8
III-IV. L’organizzazione e l’approvazione del bilancio.
The Corporate Governance: in general
Management of the company. Corporate controls: the “collegio sindacale”, the supervisory board, the committee for internal audit.
The general meeting and the shareholders. Capital increase and capital reduction. The formation process for the financial statements.
Manuale delle società, III.3.1-3, III.4.A.1-3; III.4.B.1-2.
Week 9
Cooperatives and not-for-profit
Cooperatives (coops) and not-for profit organizations, in general. Contractual basis.
Financial basis.
Organization. Other not-for-profit organizations.
Manuale delle società, IV.1-5.
Week 10
General rules.
3. Exit and dissolution.
Exit from companies and coops.
Dissolution, liquidation and expiry of companies and coops.
The law of insolvent companies.
Manuale delle società, V.1.1-3.
Week 11
II. Extraordinary operations.
1. Extraordinary operations: in general.
2. Conversion.
3. Merger.
4. Division.
Manuale delle società, V.2.1-4.
Week 12
III. Groups and conglomerates.
1. Groups of companies.
2. Direction and coordination of subsidiaries.
3. Conglomerates.
Manuale delle società, V.3.1-3.