BUSINESS LAW 2

BUSINESS LAW 2

Gian Domenico Mosco, Salvatore Lopreiato

Instructional goals

The course analyses joint stock companies, joint stock company limited by shares, cooperatives and groups of companies. This course completes the course of Business Law 1, with which it shares the objective of highlighting the role of business law in the development of businesses and economy, between rules and the autonomy of private individuals.

Intended learning outcomes

Knowledge and understanding: through the participation in in-person lectures and online classes, the student deepens his knowledge of the institutions of business law, which began during the course of Business Law I, focusing on the organizational model of the joint stock company (and on that of the joint stock company limited by shares), of cooperatives, and that of groups of companies. An oral exam will be held at the end of the course to verify the acquired knowledge. Ability to apply knowledge and understanding: The student will be able to interpret the legal rules that govern the organizational models studied and to understand the relationship between mandatory rules and private autonomy with regard, in particular, to private and public joint companies. An oral exam will be held at the end of the course. 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 relevant for business law and to critically evaluate the different trends in scholarship and caselaw in the field. 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 precision, legal vocabulary relevant for business law. Ability to learn: The legal background acquired during the course allows students to understand and interpret, also autonomously, the normative news and trends in scholarship and caselaw in the field

Course Contents

The joint stock company and the limited partnership by shares: financial structure and organisation. By-laws amendments and extraordinary transactions. Cooperatives. Groups.

Reference Books

G. Presti, M. Rescigno, Corso di diritto commerciale. Volume II – Società, Zanichelli, Bologna, 2021, 10a ed., pagg. 407-556, 599-711. In alternativa al manuale di Presti-Rescigno gli studenti possono utilizzare: G.F. Campobasso, Diritto commerciale 2. Diritto delle società, UTET, Torino, 2020, 10a ed. a cura di M. Campobasso, pagg. 144-560, 603-684.

Teaching Methods

Frontal teaching

Assessment Method

The student is required to correctly use the legal vocabulary of the field, showing familiarity with the method of study and the learning skills needed to continue even, also autonomously, the study 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

WEEK 1 – THE JOINT STOCK COMPANY The role of joint stock companies in the economy and in Corporate Law Lesson XXI, 4.1, 4.3 of the Presti-Rescigno Textbook (Vol. II) Chapter IV of the Campobasso Textbook (Vol. II) The essential features of the joint stock companies. Shares and limited liability. The joint stock company limited by shares. Lessons XXI, 4.1, 4.3 and XXIX, 4 of the Presti-Rescigno Textbook (Vol. II) Chapter IV, 1-4 and XVII of the Campobasso Textbook (Vol. II) Joint-stock company and regulatory steps. Public companies Lesson XXI, 3-5 of the Presti-Rescigno Textbook (Vol. II) Chapter IV, 2-4 of the Campobasso Textbook (Vol. II)

Week 2

WEEK 2 – JOINT STOCK COMPANIES FORMATION The Constitution. Operations prior to registration. The effects of registration. Lesson XXII, 1-2 of the Presti-Rescigno Textbook (Vol. II) Chapter IV, A of the Campobasso Textbook (Vol. II) Hazardous contributions and purchases Lesson XXII, 5 of the Presti-Rescigno Textbook (Vol. II) Chapter IV, C, of the Campobasso Textbook (Vol. II) Nullity of the company Lesson XXII, 4 of the Presti-Rescigno Textbook (Vol. II) Chapter IV, A, 13 of the Campobasso Textbook (Vol. II)

Week 3

Week 3 – THE FINANCIAL STRUCTURE OF LIMITED COMPANIES. Capital and shares Lesson XXIII, 1-2 of the Presti-Rescigno Textbook (Vol. II) Chapters V, 1, A and B, 5-6, of the Campobasso Textbook (vol. II) Share classes. Share buybacks. Lesson XXIII, 4 and Lesson XXIV, 1-2 of the Presti-Rescigno Textbook (Vol. II) Chapters V, B, D of the Campobasso Textbook (vol. II) Share circulation and dematerialization Lesson XXIII, 3 of the Presti-Rescigno Textbook (Vol. II) Chapters V, C of the Campobasso Textbook (vol. II)

Week 4

WEEK 4 – BONDS, EQUITY-LIKE INSTRUMENTS, ASSETS SEGREGATION Bonds Lesson XXIV, 3 of the Presti-Rescigno Textbook (Vol. II) Chapters XV, of the Campobasso Textbook (vol. II) Equity-like instruments Lesson XXIV, 4 of the Presti-Rescigno Textbook (Vol. II) Chapters V, B, 12 and IV, B and Chapter XV of the Campobasso Textbook (vol. II) Assets segregation Lesson XXIV, 5 of the Presti-Rescigno Textbook (Vol. II) Chapter IV, B of the Campobasso Textbook (Vol. II)

Week 5

WEEK 5 – GOVERNANCE By-laws and shareholders’ agreements Lesson XXII, 3 of the Presti-Rescigno Textbook (Vol. II) Chapters IV, A, 7 and VIII, 9 of the Campobasso Textbook (Vol. II) Administration and control systems Lecture XXVIII of the Presti-Rescigno Textbook (Vol. II) Chapters IX, 1 and XI of the Campobasso Textbook (Vol. II) The traditional system: governance and competencies between adequacy and proportionality. Lecture XXV of the Presti-Rescigno Textbook (Vol. II) Chapter IX, 1-3 of the Campobasso Textbook (Vol. II)

Week 6

WEEK 6 – THE SHAREHOLDERS’ MEETING Shareholder rights and shareholder meetings’ competencies Lesson XXV, 1 of the Presti-Rescigno Textbook (Vol. II) Chapters VIII, 1 of the Campobasso Textbook (vol. II) The ordinary and extraordinary meeting: substantial and procedural issues Lesson XXV, 2.2 and 2.3 of the Presti-Rescigno Textbook (Vol. II) Chapter VIII, 2-7 of the Campobasso Textbook (vol. II) The invalidity of shareholders’ meeting resolutions and monetary remedies Lesson XXV, 2.4 of the Presti-Rescigno Textbook (Vol. II) Chapters VIII, 10-11 of the Campobasso Textbook (vol. II)

Week 7

WEEK 7 – THE ADMINISTRATIVE FUNCTION Administrative function and Representation Lesson XXVI, 1, 5 of the Presti-Rescigno Textbook (Vol. II) Chapter IX, 2 of the Campobasso Textbook (vol. II) Appointment, termination and replacement Lesson XXVI, 2, 3 of the Presti-Rescigno Textbook (Vol. II) Chapters IX, 4-5, 9, 13-14 of the Campobasso Textbook (Vol. II) Board of Directors and delegated bodies Lesson XXVI, 4 of the Presti-Rescigno Textbook (Vol. II)Chapter IX, 6, 8 of the Campobasso Textbook (Vol. II)

Week 8

WEEK 8 – DIRECTORS’ DUTIES, LIABILITY AND INTERESTS Invalidity of board resolutions. Directors’ interests. Lesson XXVI, 6 of the Presti-Rescigno Textbook (Vol. II) Chapters IX, 7 of the Campobasso Textbook (Vol. II) Directors’ duties Lesson XXVI, 7.1 of the Presti-Rescigno Textbook (Vol. II) Chapters IX, 10-12 of the Campobasso Textbook (Vol. II) Directors’ liability. Lesson XXVI, 7.2-7.6 of the Presti-Rescigno Textbook (Vol. II) Chapters IX, 10-12 of the Campobasso Textbook (Vol. II)

Week 9

WEEK 9 – FINANCIAL STATEMENTS AND CONTROLS Financial statements Lesson XXXIV, 1-3 of the Presti-Rescigno Textbook (Vol. II) Chapter XIII, 1-4, 6, 8-11 of the Campobasso Textbook (vol. II) The system of internal controls Lesson XXVII, 1 -3 of the Presti-Rescigno Textbook (Vol. II) Chapters X, A and C of the Campobasso Textbook (Vol. II) External audits. Judicial control of management Lesson XXVII, 4 of the Presti-Rescigno Textbook (Vol. II) Chapter XII, 1-3 of the Campobasso Textbook (Vol. II)

Week 10

WEEK 10 – BY-LAWS AMENDMENTS. EXTRAORDINARY TRANSACTIONS. By-laws amendments and the right of exit Lesson XXIX, 1-2 of the Presti Rescigno Textbook (Vol. II) Chapters XIV, 1-3 of the Campobasso Textbook (Vol. II) Capital increases Lesson XXIX, 3.1 of the Presti-Rescigno Textbook (Vol. II) Chapters XIV, 4-7 of the Campobasso Textbook (vol. II) Share capital reduction Lesson XXIX, 3.2 of the Presti-Rescigno Textbook (Vol. II) Chapters XIV, 8-9 of the Campobasso Textbook (vol. II) Transformation, merger and demergers Lesson XXXVI, 1-3 of the Presti-Rescigno Textbook (Vol. II) Chapters XX, A, B and C of the Campobasso Textbook (vol. II)

Week 11

WEEK 11 – COOPERATIVES Cooperatives and mutuality. The mutual insurance companies. Lesson XXXII, 1, 2 and 8 of the Presti-Rescigno Textbook (Vol. II) Chapters XIX, A, 1-3 and B of the Campobasso Textbook (vol. II) Prevalently mutual cooperatives Lesson XXXII, 3, 4, 6, 7 of the Presti-Rescigno Textbook (Vol. II) Chapter XIX, A, 4-5 of Campobasso Textbook (vol. II). The organisational principles of cooperatives Lesson XXXII, 5 of the Presti-Rescigno Textbook (Vol. II) Chapters XIX, A, 6-17 of the Campobasso Textbook (vol. II)

Week 12

WEEK 12 – GROUP OF COMPANIES. Control, liaison and unitary management Lesson XXXV, 1, 2 of the Presti-Rescigno Textbook (vol. II) Chapter VII, 1, 5-6 of the Campobasso Textbook (Vol. II) The organizational status of the groups Lesson XXXV, 3 of the Presti-Rescigno Textbook (vol. II) Chapter VII, 3 of the Campobasso Textbook (Vol. II) The parental company’s liability Lesson XXXV, 4-6 of the Presti-Rescigno Textbook (vol. II) Chapter VII, 4 of the Campobasso Textbook (Vol. II)