LEGAL TRAINING (TAX AND CORPORATE)

LEGAL TRAINING (TAX AND CORPORATE)

Simone D'Orsi

Instructional goals

The Course aims to provide students with an overview of the activities required for experienced professionals in the corporate sector. In this perspective, the course aims to provide the theoretical and practical tools useful to frame in the legal dimension the most common problems in the professional activity. In particular, the course aims to stimulate students to engage with the preparation of the most common deeds and opinions in the corporate sector, as well as in the contiguous and increasingly important professional processes of reorganization of the company in crisis.

Intended learning outcomes

•Knowledge and understanding: The student, through the participation in lectures and interactive teaching activities, must be able to orient themselves adequately within the issues in corporate matters, with knowledge of the fundamental theoretical problems of the subject, the application practice in at least some sectors of activity and the main legal categories. •Ability to apply knowledge and understanding: The student will be able to identify the practical implications of legal problems. He will also have to recognise the logical structure of the main judicial acts and opinions. •Autonomy of judgment: The student, through the tools acquired in class, will develop autonomy of assessment and judgment on the topics of the course and will be able to correctly set the activities required by the problems of practice. The development of critical thinking will be encouraged, also through the production of works to be discussed in the classroom on the topics discussed in depth in class. •Communication skills: The student will learn the vocabulary of the corporate subject and learn to argue effectively. For this purpose, exercises will be prepared, in which students will be asked to argue for or against a certain position being discussed in class. • Learning skills: The student must be able to adapt the acquired skills to problems other than those covered and to future changes in the legal context.

Course Contents

The course consists of two distinct parts. A "general" part, lasting a total of four lessons, during which the general profiles of the judicial and out-of-court activity of the professional expert in corporate and tax law will be outlined, with the mainly theoretical study of relevant topics in both subject areas. At the end of the "general" part, students will be asked to express their preference and opt for attending the course in company law or tax law. For those who express a preference for the company profile, the general part will be followed by a "specialist" part, in which the specific issues indicated with reference to each of the weeks in which the course is divided will be examined.

Reference Books

The teaching material will be provided during the course by loading on the Luiss Learn platform and will necessarily be integrated with the notes collected in class. The preparatory readings indicated for some weeks of lessons are generally to be considered optional. They are only to be considered compulsory for students engaged in study-abroad programmes and therefore permitted to attend the course as non-attenders.

Teaching Methods

Learning: lectures and autonomous exercises or "guided" by the teachers in the classroom Practice: expert guests and practical simulations Survey: analysis of different ideas and solutions Collaboration: work in small groups, discussion of the results of others and proposal of common results Discussion: seminars, group discussions, forum online Production: reports, presentations, proceedings and opinions

Assessment Method

The exam provides for the preparation of judicial documents or opinions on the topics covered during the lessons (40%) Active participation in discussion and comparison activities carried out in class (20%) will also be evaluated The result of the final test, consisting in the autonomous formulation of an act or opinion (40%) The exam will be considered passed with the achievement of a minimum of 80% of the maximum score available

Thesis assignment criteria

Interest in the topics and effective participation in the planned training activities

Week 1

The out-of-court activity of the tax lawyer in general terms; the private writing of assignment; assistance during the tax audit; the defensive deductions to PVC ex art. 12, No. 7, L. No 212/2000

Week 2

The activity of the consultant in corporate matters. Out-of-court assistance in the establishment of a limited liability company. The lesson will be held by a professional expert in the indicated field of activity, who will propose discussion and comparison activities to the students

Week 3

The judicial activity in general of the tax attorney. The current critical issues of the tax process. The lights and shadows of the tax reform.

Week 4

Circulation of shares and parasocial agreements. Examination of the most recurring issues. The lesson will be held by a professional expert in the indicated field of activity, who will propose discussion and comparison activities to the students

Week 5

Liability actions against the administrative and supervisory bodies. - Case analysis. The de facto administrator. - Recent case-law guidance. Breach of general duty of care and proper administration and breach of specific duties. - Analysis of defensive techniques The lesson will be held by a professional expert in the field of activity indicated, who will propose to students activities of discussion and comparison Optional readings: Cass. civ., Sez. I, 24/01/2023, n. 2172 App. Venezia, Sez. I, 27/02/2018, n. 463 Cass. civ., Sez. I, 22/06/2017, n. 15470

Week 6

Recurring issues in liability actions against corporate bodies. - The limitation period and the specificity of the claims. - Criteria for the quantification of damage. - Liability action and arbitration clause. Preparation "guided" of an act of subpoena for responsibility of the members of the organs of management and control. The student will be asked to produce the act in question, which will be subject to evaluation in order to pass the exam The lesson will be held by a professional expert in the field of activity indicated, who will propose to students activities of discussion and comparison Optional readings: Trib. Bologna, 10/07/2023, n. 1401 Trib. Palermo, 13/06/2023, n. 2847 Cass. civ., Sez. Un., 06/05/2015, n. 9100

Week 7

Constitution of the company and contribution regime. Current problems: "atypical" contributions in joint-stock companies. The lesson will be held by a professional expert in the indicated field of activity, who will propose discussion and comparison activities to the students. Optional readings: D. Maltese, Il conferimento di beni in natura o crediti senza relazione di stima nelle società a responsabilità limitata, in Riv. dir. comm., 2023, 473 M. Bellino, Società - «Conferimenti in criptovalute: condizioni e limiti», in Nuova giur. civ., 2019, 54

Week 8

Final balance sheet of liquidation and extinction of the company. Case analysis. The lesson will be held by a professional expert in the indicated field of activity, who will propose discussion and comparison activities to the students Optional readings: D. Manente, Recenti sviluppi della giurisprudenza di legittimità sulla sorte dei crediti della società cancellata non iscritti nel bilancio finale di liquidazione, in Società, 2021, 1079 G. Racugno, I bilanci in fase di liquidazione, in Riv. dir. comm., 2019, 517

Week 9

Procedural simulation of the main stages of a judicial winding-up procedure opened against partnerships or corporations. - Drafting of the application for judicial clearance. - Analysis of the judgment opening the proceedings. The lesson will be held by a professional expert in the field of activity indicated, who will propose to students activities of discussion and comparison Optional readings: App. Napoli, 30/08/2023 Trib. Cosenza, 05/07/2023 Trib. Lecce, 23/05/2022

Week 10

Stages of the procedure and activities of the insolvency bodies - Examination of the liquidation programme. - Approval of the accounts. - Liquidation of assets and distribution to creditors. The lesson will be held by a professional expert in the field of activity indicated, who will propose to students activities of discussion and comparison Optional readings: Trib. Bergamo, 03/08/2022 Trib. Bergamo, 11/04/2023 Trib. Massa, 05/05/2023

Week 11

Powers of shareholders and directors in the instruments for regulating crisis and insolvency. Exercise: guided preparation of a defensive act, which will be subject to evaluation for the purpose of passing the suitability test Optional preparatory readings: M.S. Spolidoro, I soci dopo l’accesso a uno strumento di regolazione della crisi, in Riv. soc., 2022, 1254

Week 12

Leveraged buy-out and protection of social creditors. Exercise: guided preparation of an opinion, which will be assessed for the purpose of passing the suitability Optional readings: M.S. Spolidoro, Fusioni pericolose (mergere lerveraged buy out, in Fondazioneitalianadelnotariato.it