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