BUSINESS LAW

Gian Domenico Mosco

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 and Limited Liability Companies. The course is complemented by the additional course of Business Law 2, dedicated especially to the joint stock 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

General knowledge of law, especially 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 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. This way, students will be able to understand the role of business law in the development of both entrepreneurship and the economy at wide, which will be completed with the course of Business Law 2. 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. Ability to learn: The technical and legal knowledge acquired during the course allows the student to understand and interpret, also autonomously, the normative developments as well as the trends in scholarship and caselaw in the field

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 limited liability company. Dissolution. Business crisis and insolvency procedures. Contracts between entrepreneurs and between entrepreneurs and consumers. Debt securities and payment instruments.

Reference Books

Testi di riferimento G. Presti, M. Rescigno, Corso di diritto commerciale. Volume 1 – Impresa-contratti-titoli di credito-fallimento, Zanichelli, Bologna, 2021, 10a ed., pagg. 1-108, 199-268. G. Presti, M. Rescigno, Corso di diritto commerciale. Volume II – Società, Zanichelli, Bologna, 2021, 10a ed., pagg. 337-406, 557-598. In alternativa al manuale di Presti-Rescigno, per lo studio del diritto dell’impresa e delle società gli studenti possono utilizzare: G.F. Campobasso, Diritto commerciale 1. Diritto dell’impresa, UTET, Torino, 2022, 8a ed. a cura di M. Campobasso, pagg. 1-192, 209-291. G.F. Campobasso, Diritto commerciale 2. Diritto delle società, UTET, Torino, 2020, 10a ed. a cura di M. Campobasso, pagg. 1-143, 561-602.

Teaching Methods

Frontal teaching

Assessment Method

The exam is oral. The student must show a full understanding of the principles and notions of Business Law 1 and the institutions characterizing the course, such as individual and collective enterprises, partnerships and limited liability companies, and the fundamental organizational rules of the types of companies covered by the course. The student will also have to demonstrate that he/she can correctly interpret and apply the theoretical notions to practical cases. The student is required to correctly use the legal vocabulary of the field, thereby demonstrating familiarity with the method of study and the learning skills necessary to continue even independently the deepening of the subject. The mark is on an 18-to-30 scale. Monitoring and mid-term exams might be held to test the students’ progresses, provided anyway that the final mark will be given only during the final examination at the end of the course, according to the procedures and evaluation criteria specified above.

Thesis assignment criteria

Course attendance and successful completion of the exam

Week 1 Contenuto sessioni on line e on campus

WEEK 1 – ENTREPRENEURS AND TAXONOMY. The evolution of business law and the centrality of the entrepreneur Lesson I of the Presti-Rescigno Textbook Introduction of the Campobasso Textbook (vol. I) The notion of entrepreneur (Article 2082 of the Italian Civil Code). Status acquisition and loss. Illicit enterprises. Lesson II of the Presti-Rescigno Textbook (vol. I) Chapters I and III of the Campobasso Textbook (vol. I) The business entrepreneur (Article 2195 of the Italian Civil Code), the agricultural entrepreneur (Article 2135 c.c. of the Italian Civil Code). The small business owner and the SMEs Lesson III, 1-4 of the Presti-Rescigno Textbook (vol. I) Chapter II of the Campobasso Textbook (vol. I)

Week 2 Contenuto sessioni on line e on campus

WEEK 2 – THE RULES GOVERNING THE COMMERCIAL ENTERPRENEUR Legal publicity: the commercial register and the effectiveness of registration Lesson III, 5.1 of the Presti-Rescigno Textbook Chapter IV, A. of the Campobasso Textbook (vol. I) Accounting records and their probatory value Lesson III, 5.2 of the Presti-Rescigno Textbook (vol. I) Chapter IV B. of the Campobasso Textbook (vol. I) Entrepreneurial agency Lesson III, 5.3 of the Presti-Rescigno Textbook (vol. I) Chapter IV, C. of the Campobasso Textbook (vol. I)

Week 3 Contenuto sessioni on line e on campus

WEEK 3 – BANKRUPTCY Bankruptcy and insolvency proceedings Lesson XIV, of the Presti-Rescigno Textbook (vol. I) Assets: notion and transfer Lesson IV, 1 of the Presti-Rescigno Textbook (vol. I) Chapter V, 1-8 of the Campobasso Textbook (vol. I)

Week 4 Contenuto sessioni on line e on campus

WEEK 4 – THE PROTECTION OF ENTERPRISES IN THE MARKET Intellectual property. Constitutional protection and fundamental principles of the discipline Lesson IV, 2.1 of the Presti-Rescigno Textbook Chapter VII, 1-2 of the Campobasso Textbook (vol. I) Distinctive marks Lesson IV, 2.2-2.5 of the Presti-Rescigno Textbook Chapter VI of the Campobasso Textbook (vol. I) Market and anti-monopoly rules. European and Italian antitrust legislation Lesson V, 1 of the Presti-Rescigno Textbook (vol. I) Unfair competition Lesson V, 2 of the Presti-Rescigno Textbook (vol. I) Chapter VIII, C of the Campobasso Textbook (vol. I)

Week 5 Contenuto sessioni on line e on campus

WEEK 5 – NON-CORPORATE ENTITIES AND THE CORPROATE FORM Non-corporate entities. Associations and fundations; the Third-Sector. Lesson XVIII, 4.1 of the Presti-Rescigno Textbook (vol. II) Chapter II, C, 13-14 of the Campobasso Textbook (vol. I) Consortia and network contracts Lesson XVIII, 4.2 of the Presti-Rescigno Textbook (vol. II) Chapters IX e XII of the Campobasso Textbook (vol. I) For-profits corporations. Benefit corporations. Lesson XVIII, 2 of the Presti-Rescigno Textbook (vol. II) Chapter I, A of the Campobasso Textbook (vol. II) The taxonomy corporations: partnerships and capital stock companies. Lesson XVIII, 2 of the Presti-Rescigno Textbook (vol. II) Chapter I, B of the Campobasso Textbook (vol. II)

Week 6 Contenuto sessioni on line e on campus

WEEK 6 – THE LAW OF PARTNERSHIPS Partnership. Autonomy and liability. Lesson XIX, 3 of the Presti-Rescigno Textbook (vol. II) Chapter II and III of the Campobasso Textbook (vol. II) Partnership constitution. De facto and irregular enterprises. Occult and Apparent enterprises. The participation of corporations in partnerships. Invalidity of partnerships. Lesson XIX, 1 of the Presti-Rescigno Textbook (vol. II) Chapter II, A, 2-7 of the Campobasso Textbook (vol. II) Capital and share capital Lesson XIX, 2 of the Presti-Rescigno Textbook Chapters II, B of the Campobasso Textbook (vol. II) Group organization, administration and controls Lesson XX, 1-4 of the Presti-Rescigno Textbook (vol. II) Chapters II, C of the Campobasso Textbook (vol. II) Dissolution Lesson XX, 5-6 of the Presti-Rescigno Textbook (vol. II) Chapters II, D-E of the Campobasso Textbook (vol. II)

Week 7 Contenuto sessioni on line e on campus

WEEK 7 – THE CORPORATE FORM: THE LLCs The 2003 reform Lesson XXI, 1, 3-5 of the Presti-Rescigno Textbook (vol. II) Chapter IV, 1, B, 1-4, of the Campobasso Textbook (vol. II) The corporate forms Lesson XXI, 2 of the Presti-Rescigno Textbook (vol. II) Chapter IV of the Campobasso Textbook (vol. II) The LLCs: the distinctive features Lesson XXI, 4.2 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII of the Campobasso Textbook (vol. II) The different variations of LLC in the Italian Civil Code and in the sectoral legislation Lesson XXXI, 4 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII of the Campobasso Textbook (vol. II)

Week 8 Contenuto sessioni on line e on campus

WEEK 8 – LIMITED LIABILITY COMPANIES: CONSTITUTION AND FINANCIAL STRUCTURE LLCs constitution. Capital and paid-up capital. Lesson XXX, 1-3 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII, 2-5 of the Campobasso Textbook (vol. II) Shares, debt securities Lesson XXX, 4-6 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII, 2-5 of the Campobasso Textbook (vol. II) Shareholder loans Lesson XXX, 3.4 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII, 3 of the Campobasso Textbook (vol. II)

Week 9 Contenuto sessioni on line e on campus

WEEK 9 – THE LLC: SHAREHOLDERS’ RIGHTS AND DECISIONS The shareholders decisions: competence and procedure Lesson XXXI, 1.1-1.2 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII, 8 of the Campobasso Textbook (vol. II) The invalidity of shareholders decisions Lesson XXXI, 1.3 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII, 9 of the Campobasso Textbook (vol. II) Shareholders special rights Lesson XXX, 4.2 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII, 5 of the Campobasso Textbook (vol. II)

Week 10 Contenuto sessioni on line e on campus

WEEK 10 – THE LLC: ADMINISTRATION AND MODELS OF ADMINISTRATION The administration of the LLC: assignable and not-assignable directors’ competences Lesson XXXI, 2 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII, 10 of the Campobasso Textbook (vol. II) Models of administration and directors and shareholders liability Lesson XXXI, 3 of the Presti-Rescigno Textbook (vol. II) Chapter XVIII, 10 of the Campobasso Textbook (vol. II)

Week 11 Contenuto sessioni on line e on campus

WEEK 11 – BUSINESS CONTRACTS. DEBT SECURITIES. Taxonomy. Business-to-Consumer and Business-to-Business contracts. Lesson VI, 1 of the Presti-Rescigno Textbook (vol. I) Origins, function and characteristics of debt securities as means of payment and financing. Transfer, defenses and ammortamento. The dematerialization. Lessons XI and XII of the Presti-Rescigno Textbook (vol. I)

Week 12 Contenuto sessioni on line e on campus

WEEK 12 – THE BILL OF EXCHANGE. THE CHECK. The bill of exchange Lesson XIII, 3 of the Presti-Rescigno Textbook (vol I) The check Lesson XIII, 3 of the Presti-Rescigno Textbook (vol. I)