COMPANY LAW

The course deals with corporations with the aim of illustratingthediscipline in order to acquire strategic vision and practical application skills. The aim is to give the student the ability to integrate interdisciplinary knowledge, linking legal subjects to business subjects, with ideas of connection also with respect to tax discipline and crisis law, promoting awareness in the assumption of business decisions. Given the specialized nature and professional guidance, the most important topics will be privileged with respect to managerial management and financial and organizational management, rather than the topics more typically oriented to judicial actions. The course is based on a combined system of learning types: acquisition, enquiry, discussion, collaboration, practice, production. The course is structured on weekly lessons (sessions) that will take place remotely and on campus. In the online sessions the knowledge of the subject will be verified, promoting moments of reflection and discussion, even individual, with respect to some topics of investigation. In the on-campus sessions, a learning method will be preferred aimed at creating collaboration between students with the examination of practical cases and group work. The course through the study of practical cases and concrete experiences aims to develop critical analysis and practical application skills, identifying the correct methodologies and solutions with respect to business needs. The lessons will take place in part through the examination of corporate documents such as articles of association, financial statements, resolutions relating to extraordinary transactions, merger or demerger projects and judgments on the matters indicated.

The specialized and professionalizing content of the course presupposes for the student the knowledge of the main institutes of Commercial Law and Private Law. To this end, it is suggested that the student re-read the parts of the manuals related to the topics that will be covered weekly in class. This will allow a more effective and active participation of the student in the lesson itself.

Knowledge and understanding: The course will foster the development of knowledge appropriate to an application of corporate law, providing students with the skills, competences, tools and methods that allow them to formulate the appropriate questions to solve relevant problems. The student will be able to critically analyze existing research on the subject, will also be able to collect and analyze data and present the results to a heterogeneous audience. The student will have acquired knowledge and professionalizing methodologies concerning the organization and functioning of corporations, especially with reference to the issue of the adequacy of control and risk management structures and systems, as well as the main corporate practices; will be able to choose the most appropriate financing instruments for carrying out the business activity; will be able to identify the possible risk profiles related to decisions entrepreneurs undertaken in violation of existing legislation on the subject; will also have acquired a knowledge of the techniques related to the realization of extraordinary transactions. In itinere, the ability to link interdisciplinary between legal and business subjects is very relevant. This knowledge will be evaluated based on the performance of 2 assignments, with exemption value on the parts of the program, and classroom exercises to be carried out in groups (discussion, collaboration, practice, production). Within the terms provided for by the university rules, active participation during the lessons and the final oral exam will be taken into account. Ability to apply knowledge and understanding: the student will be able, through the methodology learned, to create his own logical path for the solution of business issues that have legal implications; he will also be able to read and analyze the articles of association, financial statements, resolutions and contracts and to identify the real profiles of interest and deepening for different purposes, including recourse to litigation. Making judgments: the student will have developed a critical awareness that allows the formulation of autonomous judgments on business choices in interdisciplinary terms, combining entrepreneurial objectives and legal rules; he will also have developed a critical awareness that allows him to understand the risks of the most complex financing and extraordinary operations. Communication skills: the student will have gained the ability to communicate what has been learned in written and oral form. Learning skills: the student will be able to put into practice the knowledge developed during the lessons and during the project work carried out in groups during the course.

1. The entrepreneurial initiative and the corporate form: the corporations: Spa, Srl, Listed companies 2. Financing operations 3. The management body and the supervisory body: the adequacy of the structure, composition, functioning, duties and responsibilities 4. The budget 5. Groups 6. Withdrawal 7. Land extraordinary transactions

Manuale di Diritto Commerciale, G. Visentini – A. Palazzolo, Dike Giuridica 2017 pp 107 – 188; 204-251; 252-300; 312-348; 365-374; 411-432; 454-473; 502-523; 563-578; https://tinyurl.com/yuwhzrwz the text constitutes a mere bibliographical indication. The student is free to consult any commercial law manual to acquire or review their basic knowledge of the subject, or directly the regulatory sources. Supplementary teaching materials: - Articles of Association;- Financial statements;- Resolutions on extraordinary transactions;- Merger and Demerger Projects;- Judgments on the matters indicated.

The teaching methodology is based on a "full Inquiry-based" approach. The topics covered by the lessons are introduced through the presentation of one or more cases and the identification of issues of interest. Through the analysis of acts and documents of corporate practice, a debate led by the teacher will be promoted aimed at identifying and studying possible solutions. Space will be given to students during office hours for individual discussion on specific topics. Breakout sessions will be organized for workshops, project-based laboratories, projectwork related to the solution of concrete cases, during which students, also organized in teams of 5/8 people, will measure themselves with the study of specific solutions for the pursuit of the objectives identified by the teacher, according to the "problem solving" methodology.

Students will be evaluated with a view to continuous assessment according to the active involvement in the debates led by the teacher that will constitute the backbone of the lessons. The evaluation of active participation in the course, also through the carrying out of the two intermediate assignments, will weigh for 70% of the overall mark. The final oral exam will weigh for 30% of the total vote. The final oral exam will be set up in such a way as to establish a dialogue with the candidate, so as to bring out not only the understanding of the basic concepts, but also the ability to build, on these concepts, autonomous reasoning. The objective is therefore to understand if the candidate has acquired the ability to use the legal schemes analyzed in the management of the company.

Interest in the subject, professional implications.