Instructional goals
The course is focused on the study of Business Law. It introduces the concepts of enterprise and entrepreneur. The regulation of business enterprises, intellectual property, competition, and non-corporate organizational forms of enterprise are also analyzed.
It then continues with an overview of Company Law, addressing partnerships and, in particular, Corporations (società per azioni or “s.p.a.”).
The course aims to highlight the role of Business Law in the development of enterprises and the economy, balancing legal rules and private autonomy. It provides a systematic framework of business organization and traditional corporate forms, offering an in-depth study of Corporations as a reference model of contemporary Company Law and as the conceptual basis – fundamental, though not exclusive – for the study of limited liability companies (s.r.l.), which are analyzed in Business Law 2.
Prerequisites
General knowledge of the law, and of Private Law in particular.
Intended learning outcomes
Knowledge and understanding:
Students will acquire a clear understanding of the fundamental institutions of Business Law, with particular attention to companies in general, partnerships, and Corporations. Knowledge will be assessed through a final oral examination.
Applying knowledge and understanding:
Students will be able to identify and distinguish the structural and functional characteristics of the organizational models studied, interpreting the legal rules that govern each.
Critical thinking:
The course develops an analytical approach enabling students to identify relevant materials, critically evaluate scholarly and judicial perspectives, and classify and analyze concrete cases from a legal standpoint.
Communication skills:
Students will be able to accurately employ the technical vocabulary of Business Law in relation to the topics covered.
Ability to learn:
The knowledge gained will equip students with the ability to independently understand and interpret legislative developments, as well as scholarly and judicial trends related to Business Law.
Course Contents
The entrepreneur and the various categories of entrepreneurs. The business enterprise and its organization. Competition law and the protection of enterprises in the market. Non-corporate organizational forms of enterprise. Companies in general, including for-profit companies and benefit corporations. Partnerships. Corporations (s.p.a.) and the hybrid partnership-corporation model (the “società in accomandita per azioni)”. Financial structure and governance of Corporations. Amendments to the articles of association and extraordinary corporate transactions. Dissolution and liquidation. Regulation of listed companies and the reform of the Testo Unico della Finanza. Corporate groups.
Reference Books
G. Presti, M. Rescigno, Corso di diritto commerciale, Volume Unico, Zanichelli, Bologna, 2025, 12ª ed., Volume I – Impresa, Contratti, Titoli di credito, Crisi e insolvenza e Volume II – Società, pp. 1-90, pp. 399-783.
In alternativa al manuale di Presti-Rescigno gli studenti possono utilizzare:
G.F. Campobasso, Diritto commerciale 1. Diritto dell’impresa, UTET, Torino, 2022, 8ª ed. a cura di M. Campobasso, pp. 1-269, pp. 283-289.
G.F. Campobasso, Diritto commerciale 2. Diritto delle società, UTET, Torino, 2024, 11ª ed. a cura di M. Campobasso, pp. 2-420, pp. 423-441, pp. 451-561, pp. 645-694.
Teaching Methods
Lecture-based teaching
Assessment Method
Final oral examination.
Students are expected to demonstrate a thorough understanding of the principles, concepts, and institutions of Business Law 1, including individual and collective enterprises, partnerships, and Corporations, as well as the fundamental organizational rules governing the company types studied.
They must also be able to accurately interpret and apply theoretical knowledge to practical cases.
Students are required to employ technical legal terminology correctly, thereby demonstrating the acquisition of a systematic study method and the learning skills necessary for independent further exploration of the subject.
Grades are awarded on a 30-point scale.
Intermediate monitoring and assessment of students’ preparation may be conducted; however, the final grade will be assigned only at the conclusion of the course, in accordance with the criteria and procedures outlined above.
Thesis assignment criteria
Course attendance and successful completion of the final examination
Week 1
WEEK 1 – THE ENTREPRENEUR AND THE CATEGORIES OF ENTREPRENEURS. THE BUSINESS ENTERPRISE
The evolution of Business Law and the centrality of the entrepreneur.
The notion of entrepreneur (art. 2082 c.c.). Acquisition and loss of entrepreneurial status
The commercial entrepreneur (art. 2195 c.c.) and the agricultural entrepreneur (art. 2135 c.c.). The small entrepreneur
THE RULES FOR COMMERCIAL ENTREPRENEURS
Legal publicity: the companies register and the legal effects of registration
Accounting records: obligated subjects, bookkeeping requirements, evidentiary value
Commercial representation
THE BUSINESS ASSETS
Business assets: concept and conveyance
Week 2
WEEK 2 – THE PROTECTION OF THE ENTERPRISE IN THE MARKET
Intellectual property. Constitutional protection and fundamental principles
Distinctive signs
The market and antitrust rules. EU and national competition law
Unfair competition
Week 3
WEEK 3 – NON-CORPORATE ENTITIES. COMPANIES. PARTNERSHIP LAW
Non-corporate entities: associations, foundations, and third-sector enterprises
Consortia among entrepreneurs and the network contract
Types of companies: partnerships and corporations; autonomy and liability
For-profit companies and benefit corporations
Partnerships. Simple partnership. General Partnership. Limited Partnership.
Formation of partnerships and invalidity. De facto, irregular, undisclosed, and apparent companies; corporate participation in partnerships
Partnership assets and capital
Organizational structure, management, and oversight
Dissolution of the partnership
Limited partnership
Week 4
WEEK 4 – CORPORATIONS. THE INCORPORATION PROCESS
The role of Corporations in the economy and in Company Law. Essential features, shares, limited liability. The s.a.p.a.
Corporations and regulatory tiers
Incorporation. Pre-registration transactions. Effects of registration
Contributions and dangerous purchases
Nullity of the Corporation
Week 5
WEEK 5 – CORPORATIONS: SHARE CAPITAL AND SHARES
Share capital and shares
Classes of shares. Treasury shares
Transfer of shares and dematerialization
Week 6
WEEK 6 – CORPORATIONS: BONDS, FINANCIAL INSTRUMENTS, AND SEGREGATED ASSETS
Bonds: classifications and issuance (competence and limits)
Participatory financial instruments
Segregated assets
Week 7
WEEK 7 – CORPORATE ORGANISATION
Bylaws and shareholders’ agreements
Systems of administration and control
The traditional system: corporate bodies and allocation of powers; governance arrangements (adequacy and proportionality)
Week 8
WEEK 8 – THE SHAREHOLDERS’ MEETING
Shareholder rights and competencies of the shareholders’ meeting
Annual and special shareholders’ meetings: substantive and procedural aspects
Invalidity of the resolutions adopted by the shareholders’ meeting and compensation for damages
Week 9
WEEK 9 –MANAGEMENT. DIRECTORS’ DUTIES, LIABILITY, AND INTERESTS
Management. The three systems of administration and control. Representation
Appointment, termination, and replacement of directors
The board of directors and executive directors
Invalidity of board resolutions. Directors’ interests
Directors’ duties and liability. Remedies and actions
Week 10
WEEK 10 – FINANCIAL STATEMENTS AND CONTROLS. AMENDMENTS TO THE BYLAWS AND THE RIGHT OF WITHDRAWAL
The annual financial statements
Internal controls
External controls
Bylaws amendments and the right of withdrawal
Week 11
WEEK 11 –BYLAWS AMENDMENTS. EXTRAORDINARY TRANSACTIONS. DISSOLUTION / LIQUIDATION
Capital increases
Capital reduction
Conversions, mergers, and split-ups
Dissolution
Week 12
WEEK 12 – LISTED COMPANIES. CORPORATE GROUPS
Listed companies. External controls and the role of Consob
Significant ownership in listed companies
Takeovers
The recent reform of the “Testo Unico della Finanza”: governance and shareholders’ meeting
Legislative materials and scholarly papers will be shared on the course platform. No readings from the textbooks will be assigned.
Control, affiliated companies, and unified direction and coordination
The organizational framework of corporate groups
The liability regime of the parent company