BUSINESS LAW 2

BUSINESS LAW 2

Antonio Nuzzo

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. Within the framework of instruction, the possibility of active student involvement is facilitated through participation in thematic seminars or in-depth meetings with professors, experts in the field, legal practitioners, and representatives of businesses and institutions. These initiatives, which are closely related to the topics covered during the course, are designed to enhance students' critical and applied understanding of the subject matter. They also aim to promote interdisciplinary comparison and continuous dialogue between theoretical principles and operational practices of business law. 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. European Company.

Reference Books

G.F. Campobasso, Diritto commerciale 2. Diritto delle società, UTET, 2024, 11th ed., pagg. 135-562, 607-710. G. Presti - M. Rescigno, Corso di diritto commerciale. Volume II – Società, Zanichelli 2023, 11th ed., pagg. 445-614, 657-780. G. Visentini – A. Palazzolo, Impresa Società Crisi, Giappichelli, 2025, pagg. 73-434, 511-544

Teaching Methods

Frontal teaching

Assessment Method

The examination consists of an oral test. The student must demonstrate an understanding of the principles and notions of Commercial Law 2 and the institutions characterising the course, such as shareholding companies, cooperative companies and groups of companies, also in the light of the supranational framework. The student must also demonstrate the ability to correctly interpret and apply theoretical notions to practical cases. 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: INTRODUCTION AND INCORPORATION The essential features of the joint stock companies. Shares and limited liability. Incorporation and effects of registration. Contributions and “dangerous purchases”. Nullity of the company. Chapter IV of Campobasso Textbook Lessons XXI and XXII of Presti-Rescigno Textbook Chapter III, Sections I and II of Visentini-Palazzolo Textbook

Week 2

WEEK 2 – THE FINANCIAL STRUCTURE OF LIMITED COMPANIES. Capital and shares. Share classes. Share buybacks. Share circulation and dematerialization. Chapter V of Campobasso Textbook Lessons XXIII – XXIV, 1-2 of Presti-Rescigno Textbook Cap. III, Section IV, 1-4 and Section V of Visentini-Palazzolo Textbook

Week 3

WEEK 3 – BONDS, EQUITY-LIKE INSTRUMENTS, ASSETS SEGREGATION Bonds. Equity-like instruments. Assets segregation. Chapter XV of Campobasso Textbook Lesson XXIV, 3-5 of Presti-Rescigno Textbook Chapter III, Section IV, 5-9 and Section X of Visentini-Palazzolo Textbook

Week 4

WEEK 4 – THE SHAREHOLDERS’ MEETING Shareholder rights and shareholder meetings’ competencies. The ordinary and extraordinary meeting: substantial and procedural issues. The invalidity of shareholders’ meeting resolutions and monetary remedies. Chapter VIII of Campobasso Textbook Lesson XXV of Presti-Rescigno Textbook Chapter III, Section VI of Visentini-Palazzolo Textbook

Week 5

WEEK 5 – THE ADMINISTRATIVE FUNCTION Administration and representation. Structure and functioning of administration. Duties and responsibilities of directors. Chapter IX of Campobasso Textbook Lesson XXVI of Presti-Rescigno Textbook Chapter III, Section VII, Part I and Part II of Visentini-Palazzolo Textbook

Week 6

WEEK 6 – FINANCIAL STATEMENTS AND CONTROLS Financial statements. The system of internal controls. External audits. Judicial control of management. Chapters X, XI, XIII of Campobasso Textbook Lessons XXVII and XXXIV, 1-3 of Presti-Rescigno Textbook Chapter III, Section VII, Part IV and Section VIII; Chapter IV of Visentini-Palazzolo Textbook

Week 7

WEEK 7 – BY-LAWS AMENDMENTS By-laws amendments and the right of exit. Capital increases. Share capital reduction. Chapter XIV of Campobasso Textbook Lesson XXIX of Presti-Rescigno Textbook Chapter III, Section VI, 5-6 and Section IX of Visentini-Palazzolo Textbook

Week 8

WEEK 8 –EXTRAORDINARY TRANSACTIONS Transformation, merger and demergers. Chapter XX of Campobasso Textbook Chapter III, Section XII of Visentini-Palazzolo Textbook Lesson XXXVI of Presti-Rescigno Textbook

Week 9

WEEK 9 – S.A.P.A.. TERMINATION AND LIQUIDATION OF THE COMPANY Main features of S.a.p.a. (company limited by shares). Termination of the company. Liquidation and removal of the company from the commercial register. Chapters XVI and XVII of Campobasso Textbook Lessons XXIX.4 and XXXIV.4 of the Presti-Rescigno Textbook Chapter III, Sections XIII and XIV of the Visentini-Palazzolo Textbook

Week 10

WEEK 10 – PUBLIC COMPANIES Main feautures of public companies regulation. Takeover bid. Chapter VI, 1-3 of Campobasso Textbook Lesson XXXIII of the Presti-Rescigno Textbook

Week 11

WEEK 11 – COOPERATIVES Cooperatives and mutuality. The mutual insurance companies. Prevalently mutual cooperatives. The organisational principles of cooperatives. Chapter XIX of Campobasso Textbook Lesson XXXII of Presti-Rescigno Textbook Chapter VI of Visentini-Palazzolo Textbook

Week 12

WEEK 12 – GROUP OF COMPANIES. SOCIETAS EUROPAEA Control, liaison and unitary management. The parental company’s liability. Types of European Companies. Chapters VI, 4-6, VII and XXI of Campobasso Textbook Lesson XXXV, 3-4 and XXXVI, 6 of Presti-Rescigno Textbook Chapter III, Section XI of Visentini-Palazzolo Textbook