BUSINESS LAW

Instructional goals

The course is aimed at the study of company law and, in particular, that of companies and is intended to be completed with the further course of Business Law 2. The objective is to highlight the role of commercial law for the development of businesses and the economy, between rules and the autonomy of private individuals.

Intended learning outcomes

Knowledge and understanding: the student – by taking part in the lectures and in the practical activities – will acquire full knowledge of the general categories of business law and of the legal concept characterising the course, such as individual and collective enterprises, partnerships and corporations, and the fundamental rules of corporate organisation, also in the light of the supranational framework. The acquisition of such knowledge will be verified through intermediate checks, also using the "Luiss Learn" platform and written exercises such as, for example, the drafting of a deed of incorporation of a joint stock company, the drafting of a meeting resolution report, the simulation in the classroom of an extraordinary assembly, the analysis of concrete jurisprudential cases; all by providing an oral exam at the end of the course. Ability to apply knowledge and understanding: the student, acquiring the correct tools and method, will be able to interpret and apply, also in the light of the concrete cases dealt with, the principles and fundamental legal concept of business law. The student will be able to correlate a concrete case with the rules that may or may not be applicable with a case by case approach. The student will also be able to analyse national legislation on company law in the light of supranational principles and in the light of the international legal framework that each time will be illustrated. The presence of online content on the "Luiss Learn" platform relating to the specific course and the performance of practical workshops will make it possible to verify in real time the skills acquired by the students. Autonomy of judgment: students, through the use of methodologies and tools acquired during the course, will be able to collect data and materials indispensable to analyse the sources of law and the relevant and predominant orientations in both literature and case law, with reference to the discipline of business law and will acquire the ability to independently assess these data and the adequacy or otherwise of the legal concepts that the legislature provides the legal operator for the regulation of enterprises and companies. Communication skills: at the end of the course the student will be able to master, with precision and adequate terminology, the technical legal vocabulary of business law. These acquired communication skills will also be used to solve concrete cases that will be brought to the students' attention during practical exercises and laboratory activities. Students will acquire mastery both in the management of institutions and in the terminology to be used in the reference regulatory context, acquiring further rhetorical and argumentative skills. Learning ability: the technical and legal knowledge acquired during the course of business law 1 will enable students to understand and interpret autonomously the new regulations, literature and case law relating to the specific course. Nevertheless, students will also be able to read the current and contingent scenario in the light of the notions and legal concept analysed. The student will be able to master the next course, business law 2, and will be able to independently deepen the topics covered.

Course Contents

The entrepreneur and the company. Society in general and partnerships. Capital companies and the reform. The joint-stock company: the financial structure and the organization. Amendments to the bylaws and extraordinary operations. The limited liability company and the limited partnership by shares. The dissolution. The groups of companies. The European Company.

Reference Books

G.F. Campobasso, Commercial law 1. Company law, UTET, Turin, 2022, 8th ed. edited by M. Campobasso, p. 1-154. G.F. Campobasso, Commercial law 2. Company law, UTET, Turin, 2024, 11th ed. edited by M. Campobasso, p. 1-250, 285-441, 451-606, 649-703. Alternatively, students can use: G. Presti-M. Rescigno, Commercial law course. Single volume, Zanichelli, Bologna, 2023, 11th ed., p. 1-55, 391-406, 415-656, 709-782.

Teaching Methods

Frontal teaching

Assessment Method

The examination consists of an oral test. The student will have to demonstrate that he/she understands the principles and notions of business law 1 and the institutions characterising the course, such as individual and collective enterprises, partnerships and corporations, and the fundamental rules of corporate organisation, also in the light of the supranational framework. The student will also have to demonstrate that he/she can correctly interpret and apply theoretical notions to practical cases. The student is required to correctly use the technical-legal vocabulary of the subject, thus demonstrating that he/she has achieved the necessary study method and learning ability to continue to study the subject independently. The grade is expressed in thirtieths. Forms of monitoring and intermediate verification of the preparation of course participants are possible, it being understood that the attribution of the grade will only take place at the outcome of the final exam which will take place, at the end of the course, according to the methods and evaluation criteria specified above.

Thesis assignment criteria

Course attendance and successful passing of the examination

Week 1

THE ENTREPRENEUR AND CATEGORIES OF ENTREPRENEURS Session 1 The evolution of commercial law and the centrality of the entrepreneur Introduction of the Campobasso Manual (vol. I); Lesson I of the Presti-Rescigno Manual The notion of entrepreneur (Article 2082 of the Italian Civil Code). Illegal enterprise Chapter I of the Campobasso Manual (vol. I); Lesson II, 1-3 of the Presti-Rescigno Manual The categories of entrepreneurs: the commercial entrepreneur (art. 2195 Civil Code), the agricultural entrepreneur (art. 2135 Civil Code) and the civil enterprise (exclusion). Chap. II A. of the Campobasso Manual (vol. I); Lesson III, 1 of the Presti-Rescigno Manual Session 2 on campus Small entrepreneurs and SMEs Chap. II B of the Campobasso Manual (vol. I); Lesson III, 2 of the Presti-Rescigno Manual Purchase and loss of entrepreneurial quality Chapter III of the Campobasso Manual (vol. I); Lesson II, 4 of the Presti-Rescigno Manual

Week 2

THE ARTICLES OF ASSOCIATION OF THE COMMERCIAL ENTREPRENEUR AND THE COMPANY Session 1 Legal advertising: the commercial register and the effectiveness of registration Chap. IV, A. of the Campobasso Manual (vol. I); Lesson III, 5.1 of the Presti-Rescigno Manual The accounting records and their evidential effectiveness Chap. IV B. of the Campobasso Manual (vol. I); Lesson III, 5.2 of the Presti-Rescigno Manual Commercial representation Chap. IV, C. of the Campobasso Manual (vol. I); Lesson III, 5.3 of the Presti-Rescigno Manual Session 2 on campus The company: notion Chap. V, 1-3 of the Campobasso Manual (vol. I); Lesson IV, 1.1 of the Presti-Rescigno Manual The circulation of the company Chap. V, 4-8 of the Campobasso Manual (vol. I); Lesson IV, 1.2-1.7 of the Presti-Rescigno Manual

Week 3

THE CORPORATIONCOMPANIES Session 1 The entrepreneurial bodies. Companies: the contractual concept Chap. I, C (vol. I) and Chap. I, A (vol. II) of the Campobasso Manual; Lesson III, 4 and Lesson XVIII, 1-2.5 of the Presti-Rescigno Manual Types of companies: partnerships and corporations Chap. I, B of the Campobasso Manual (vol. II); Lesson XVIII, 3.1-3.2 of the Presti-Rescigno Manual Commercial companies and simple society Chap. II, 1 of the Campobasso Manual (vol. II); Lesson XVIII, 3.3 of the Presti-Rescigno Manual Session 2 on campus Factual and irregular societies. Concealed and apparent society Chap. II, A, 2-4 of the Campobasso Manual (vol. II); Lesson XVIII, 2.6 and Lesson XIX, 1.1 and 1.4 of the Presti-Rescigno Manual The participation of corporations in partnerships. The disability of partnerships. Chap. II, A, 5-7 (vol. II) and Chap. VI, 4-5 (vol. II) of the Campobasso Manual; Lesson XIX, 1.2-1.3 of the Presti-Rescigno Manual

Week 4

THE DISCIPLINE OF PARTNERSHIPS Session 1 Assets and share capital Chap. II, B, 8-12 of the Campobasso Manual (vol. II); Lesson XIX, 3 of the Presti-Rescigno Manual Autonomy and financial responsibility Chap. II, B, 13-15 of the Campobasso Manual (vol. II); Lesson XIX, 2 of the Presti-Rescigno Manual Group organisation, administration and controls Chap. II, C, of the Campobasso Manual (vol. II); Lesson XX, 2-4 of the Presti-Rescigno Manual Session 2 on campus Limited partnership Chap. III of the Campobasso Manual (vol. II); Lesson XX, 1, 2.1, 2.4 and 2.5 of the Presti-Rescigno Manual Dissolution of the social relationship Chap. II, D-E, of the Campobasso Manual (vol. II); Lesson XX, 5-6 of the Presti-Rescigno Manual

Week 5

CORPORATIONS. CORPORATION Session 1 The corporations. Unipersonality Chap. IV, 1, B, 14, of the Campobasso Manual (vol. II); Lesson XXI, 1-2 and Lesson XXXV, 2 of the Presti-Rescigno Manual. Public limited companies and regulatory steps Chap. IV, 2-4 and Chap. XII, 2-4, of the Campobasso Manual (vol. II); Lesson XXI, 3-5 of the Presti-Rescigno Manual The constitution. Operations prior to registration Chap. IV, A, 5-6, 8-12, of the Campobasso Manual (vol. II); Lesson XXII, 1-2 of the Presti-Rescigno Manual Session 2 on campus Dangerous contributions and purchases Chap. IV, C, of the Campobasso Manual (vol. II); Lesson XXII, 5 of the Presti-Rescigno Manual The nullity of the company Chap. IV, A, 13 of the Campobasso Manual (vol. II); Lesson XXII, 4 of the Presti-Rescigno Manual

Week 6

THE FINANCIAL STRUCTURE OF THE JOINT-STOCK COMPANY. Session 1 Share capital and shares Chap. V, 1, A and B, 5-6, of the Campobasso Manual (vol. II); Lesson XXIII, 1-2 of the Presti-Rescigno Manual The share classes. Circulation of shares and dematerialization Chap. V, B, 7-11 and C of the Campobasso Manual (vol. II); Lesson XXIV, 1-2 and Lesson XXIII, 3 of the Presti-Rescigno Manual. Own shares Session 2 on campus Chap. V, D of the Campobasso Manual (vol. II); Lesson XXIII, 4 of the Presti-Rescigno Manual Participating financial instruments and bonds Chap. V, B, 12 of the Manual and Chap. XV of the Campobasso Manual (vol. II); Lesson XXIV, 3-4 of the Presti-Rescigno Manual Assets earmarked for a specific business Chap. IV, B, 15-17 of the Campobasso Manual (vol. II); Lesson XXIV, 5 of the Presti-Rescigno Manual

Week 7

THE ORGANIZATION. THE SHAREHOLDERS' ASSEMBLY Session 1 The articles of association and shareholders' agreements Chap. IV, A, 7 and Chap. VIII, 9 of the Campobasso Manual (vol. II); Lesson XXII, 3 of the Presti-Rescigno Manual The governing bodies and the division of responsibilities: the balance between adequacy and proportionality Chap. VIII, 1 (vol. II) and Chap. IX, 3 of the Campobasso Manual (vol. II); Lesson XXV, 1 of the Presti-Rescigno Manual Administration and control systems Chap. IX, 1 and Chap. XI, 1 and 4-5 of the Campobasso Manual (vol. II); Lesson XXVIII of the Presti-Rescigno Manual Session 2 on campus The Assembly Chap. VIII, 2-8 of the Campobasso Manual (vol. II); Lesson XXV, 2.1-2.3 of the Presti-Rescigno Manual The invalidity of shareholders' meeting resolutions Chap. VIII, 10-11 of the Campobasso Manual (vol. II), Lesson XXV, 2.4 of the Presti-Rescigno Manual

Week 8

THE ADMINISTRATIVE FUNCTION Session 1 The administrative function Chap. IX, 2 of the Campobasso Manual (vol. II); Lesson XXVI, 1-2 of the Presti-Rescigno Manual Appointment, termination and replacement of directors. Representation Chap. IX, 4-5, 9, 13-14 of the Campobasso Manual (vol. II); Lesson XXVI, 3, 5 of the Presti-Rescigno Manual Board of Directors and delegated bodies Chap. IX, 6, 8 of the Campobasso Manual (vol. II); Lesson XXVI, 4.1-4.1.1 of the Presti-Rescigno Manual Session 2 on campus Directors' interests and invalidity of board resolutions Chap. IX, 7 of the Campobasso Manual (vol. II); Lesson XXVI, 4.1.2 and 6 of the Presti-Rescigno Manual The responsibility of directors Chap. IX, 10-12 of the Campobasso Manual (vol. II); Lesson XXVI, 7 of the Presti-Rescigno Manual

Week 9

CONTROLS AND THE FINANCIAL STATEMENT Session 1 The system of internal controls Chap. X, A, 1 and C and Chap. XI, 2-3, 5 of the Campobasso Manual (vol. II); Lesson XXVII, 1 of the Presti-Rescigno Manual Board of Statutory Auditors and Independent Auditors Chap. X, A, 2-6 and B of the Campobasso Manual (vol. II); Lesson XXVII, 2-3 of the Presti-Rescigno Manual The external controls. Judicial management control Chap. XII, 1-3 of the Campobasso Manual (vol. II); Lesson XXVII, 4 of the Presti-Rescigno Manual Session 2 on campus The financial statements. Structure and evaluation criteria in the Civil Code. Training and disability. Chap. XIII, 1-4, 6, 8-11 of the Campobasso Manual (vol. II); Lesson XXXIV of the Presti-Rescigno Manual International accounting standards Chap. XIII, 5 and 7 of the Campobasso Manual (vol. II); Lesson XXXIV of the Presti-Rescigno Manual

Week 10

AMENDMENTS TO THE STATUTES. EXTRAORDINARY OPERATIONS. INTERNATIONAL LAW PROFILES Session 1 Amendments to the articles of association and the right of withdrawal Chap. XIV, 1-3 of the Campobasso Manual (vol. II); Lesson XXIX, 1-2 and Lesson XXX, 5 of the Presti-Rescigno Manual The share capital increase Chap. XIV, 4-7 of the Campobasso Manual (vol. II); Lesson XXIX, 3.1 and Lesson XXXI, 3.1 of the Presti-Rescigno Manual The reduction in share capital Chap. XIV, 8-9 of the Campobasso Manual (vol. II); Lesson XXIX, 3.2 and Lesson XXXI, 3.2 of the Presti-Rescigno Manual Session 2 on campus The transformation, merger and split Chap. XX, A, B and C of the Campobasso Manual (vol. II); Lesson XXXVI, 1-3 of the Presti-Rescigno Manual Profiles of international law: in particular, European society Chapter XXI of the Campobasso Manual (vol. II); Lesson XXXVI, 4-7 of the Presti-Rescigno Manual

Week 11

LIMITED LIABILITY COMPANY AND LIMITED PARTNERSHIP. DISSOLUTION Session 1 Limited liability company Chap. XVIII, 1-3, 11-12 of the Campobasso Manual (vol. II); Lesson XXX, 1-2 and Lesson XXXI, 4 of the Presti-Rescigno Manual Shareholdings, debt securities and shareholder loans Chap. XVIII, 4-7 of the Campobasso Manual (vol. II); Lesson XXX, 3-4, 6 of the Presti-Rescigno Manual Session 2 on campus Shareholder decisions and administrative function Chap. XVIII, 8-10 of the Campobasso Manual (vol. II); Lesson XXXI, 1-2 of the Presti-Rescigno Manual Limited partnership limited by shares Chap. XVII of the Campobasso Manual (vol. II); Lesson XXIX, 4 of the Presti-Rescigno Manual Dissolution and liquidation of limited liability companies Chap. XVI of the Campobasso Manual (vol. II); Lesson XXXIV, 4 of the Presti-Rescigno Manual

Week 12

GROUPS OF COMPANIES Session 1 The phenomenon of groups of societies. Chap. VII, 1-2, of the Campobasso Manual (vol. II); Lesson XXXV, 1 of the Presti-Rescigno Manual Control, connection and uniform direction Chap. VII, 5-6 of the Campobasso Manual (vol. II); Lesson XXXV, 3.1-3.3, 4.1 of the Presti-Rescigno Manual The organisational status of the groups Chap. VII, 3 of the Campobasso Manual (vol. II); Lesson XXXV, 4.2 of the Presti-Rescigno Manual Session 2 on campus The responsibility of the parent company Chap. VII, 4 of the Campobasso Manual (vol. II); Lesson XXXV, 4.3 of the Presti-Rescigno Manual The consolidated financial statements Chap. XIII, 12 of the Campobasso Manual (vol. II); Lesson XXXV, 3.4 of the Presti-Rescigno Manual