Instructional goals
The course examines the enterprise on the market, first of all through the study of the non-profit enterprise, both auxiliary to other enterprises (especially consortia, moreover networks, ATI, GEIE) and autonomous (cooperative societies as well as, if they carry out entrepreneurial activities, associations, foundations and third sector bodies). The instruments used by the company to operate on the market (contracts and bonds), the protection mechanisms (competition, distinctive signs, intellectual property), the financial system to which it turns to obtain the necessary resources to develop are then analysed. Finally, the phase of bankruptcy and agreed procedures to resolve a crisis is examined. This completes the course of Commercial Law 1, with which it shares the objective of highlighting the role of commercial law for the development of businesses and the economy, between rules and the autonomy of individuals.
Prerequisites
Passing the Commercial Law I examination
Intended learning outcomes
Knowledge and understanding: through the analysis of the principles and discipline of debt securities, contracts and insolvency procedures and cooperatives, the role of commercial law for the development of businesses and the economy, between rules and autonomy of individuals will be highlighted. The knowledge is acquired by attending the frontal lessons with the deepening of the themes indicated as contents of the teachings and with the constant use of references to acts and concrete cases, also through the carrying out of exercises. This knowledge is verified by passing examinations, attending seminars, class discussions and case studies. Ability to apply knowledge and understanding: the student will be able to carry out a structural and functional analysis of the different models of framing and legal qualification of the professional production of goods and services also thanks to the possible teachings of Advanced Commercial Law, Company Law, Financial Market Law, European Business Law, Competition and Innovation Law, Business Economics, Economics and Business Management. Autonomy of judgement: data collection, of jurisprudential matrix, for the elaboration of an autonomous and critical judgement. Communication skills: ability to communicate information and notions to specialist interlocutors Learning Ability: learning content and skills
Course Contents
The company in the market. The non-profit enterprise. Cooperatives. Contracts between entrepreneurs and between entrepreneurs and consumers. Credit instruments and payment instruments. Competition and protection of the enterprise in the market. Enterprise and financial system. The main financial contracts. Business crisis and insolvency procedures.
Reference Books
G.F. Campobasso, Commercial Law 1. Business Law, UTET, Turin, 2022, 8th ed. by M. Campobasso, p. 73-81, 155-290; G.F. Campobasso, Commercial Law 2. Corporate Law, UTET, Torino, 2024, 11a ed. by M. Campobasso, p. 251-283, 607-648; G.F. Campobasso, Commercial Law 3. Contracts, securities, insolvency proceedings, UTET, Turin, 2022, 6th ed. by M. Campobasso, p. 101-524. As an alternative to the Campobasso manual students can use: G. Presti-M. Rescigno, Commercial Law Course. Volume unico, Zanichelli, Bologna, 2023, 11a ed., p. 55-108, 138-391, 406-414, 657-708.
Teaching Methods
Frontal teaching
Assessment Method
The examination consists of an oral test, in which the student will have to demonstrate that he/she understands the principles and notions of Business law 2 and the legal concepts characterising the course, such as consortia, competition and industrial law, banking contracts, the fundamental principles governing financial markets, as well as the legislation on business crisis and insolvency of individual and collective entrepreneurs. The student will also have to demonstrate that he/she can correctly interpret and apply the acquired 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 completion of the exam
Week 1
THE NON-CORPORATE ENTITY Consortia of entrepreneurs. Consortia with external activity. Le società consortili. The temporary association of undertakings, the EEIG, the network contract. The operation of the enterprise by associations and foundations; the enterprise of the third sector
Week 2
THE COOPERATIVE ENTERPRISE AND THE MUTUAL INSURERS The mutualistic purpose. Cooperatives with prevalent mutuality. Organisational principles of the cooperative society. Mutual insurance companies: essential profiles.
Week 3
BUSINESS CONTRACTS The category of business contracts. Types and classifications of commercial contracts. The association in participation: essential profiles. The insurance contract: essential profiles.
Week 4
DEBT SECURITIES Origins, function and characters of debt securities. Circulation, exceptions, depreciation. The bill of exchange. The check
Week 5
COMPETITION AND MARKET Market and anti-monopoly rules. Community and national antitrust legislation. Legal and contractual limits of competition. Competition and State aid
Week 6
THE PROTECTION OF THE ENTERPRISES IN THE MARKET Intellectual property. Constitutional protection and fundamental principles of discipline. The distinctive signs. Industrial inventions and models Copyright: general profiles
Week 7
BUSINESS AND FINANCIAL SYSTEM The regulation of the financial system between European and Italian law. The securities market: general framework. Securities intermediation: investment services and activities. Collective management of savings
Week 8
THE MAIN FINANCIAL CONTRACTS Bank credit agreements (credit opening, bank advance, discount) and the bank account: essential profiles. Other contracts for the exercise of credit: leasing; factoring and securitization of receivables. Bank guarantees, documentary credits, custody services. The contracts for the collection of savings from the public. Deposits and bank bonds: essential profiles
Week 9
REGULATION OF BROADCASTERS The special by-laws of listed companies. External controls and the role of Consob. The information on the ownership structure. Mutual holdings. The acquisition of significant shareholdings in listed companies and takeover bids
Week 10
BUSINESS CRISES, INSOLVENCY PROCEEDINGS AND AGREED SOLUTIONS The crisis of the company and the system of insolvency proceedings. The insolvency proceedings of the non-small commercial entrepreneur and other debtors. The agreed solutions to the crisis. The composition with creditors. The restructuring agreements.
Week 11
THE BANKRUPTCY The declaration of bankruptcy: the prerequisites. The organs of bankruptcy. The effects of failure. The bankruptcy proceedings and its closure.
Week 12
THE BANKRUPTCY OF COMPANIES AND NON-CORPORATE ENTITIES. OTHER INSOLVENCY PROCEEDINGS The bankruptcy of companies and non-corporate entities. Administrative compulsory liquidation. The extraordinary administration of large and very large insolvent companies. The composition of over-indebtedness crises.