81810 - Law of Networks and Associations for Business

Academic Year 2021/2022

  • Moduli: Pietro Zanelli (Modulo 1) Silvia Princivalle (Modulo 2)
  • Teaching Mode: Traditional lectures (Modulo 1) Traditional lectures (Modulo 2)
  • Campus: Bologna
  • Corso: Single cycle degree programme (LMCU) in Law (cod. 9232)

Learning outcomes

The aim of the course is to provide the students with the last year of the Master of Science degree in law, economics and management engineering, a thorough knowledge of some of the main and current issues regarding legal relationships in business networks, Between special legislation (Article 3, paragraph 4-ter and Decree No. 5 of February 10, 2009, No. 33 of the 9 April 2009) and general contract discipline. The course aims to broaden the student's legal notions and to develop its critical and argumentative skills, thereby promoting the acquisition of effective mastery of some of the multiple and varied contractual tools that can be used in business networks. In addition, the course, without neglecting the examination of the underlying economic dynamics of the "business network" legal phenomenon, aims at analyzing the main aspects of these forms of aggregation between enterprises, with a specific thematic analysis devoted to the analysis of some of The most significant contractual texts (by structure and function) used for the discipline of networked companies.
The student will acquire the knowledge of the most significant contractual tools used in business activity and learn how to move even in the business venture world. In particular, starting from the themes of general theory related to the area of civil and commercial law, mastering the issues related to the relationships existing between the contract discipline in general and that of individual contracts of business-to-business, to the fundamental notions of associations of First book.

Course contents

- the nature and structure of the network contract in the context of business combinations;

- the form and advertising of the network contract at the Register of Companies;

- the problem of the legal subjectivity of the network, after the d.l. 179/2012 conv. With the. 221/12;

- the subjects of the contract; The object, with particular reference to the network program in relation to the strategic objectives pursued;

- the duration of the contract; The common fund;

- the joint body and rules on deliberations (the c. Problem of network governance);

- how to join new entrants; The withdrawal and the exclusion;

- the issue of compatibility between the rules on business networks and the national discipline relating to the subcontracting of productive activities (192/98);

- the question of compatibility between the rules of business networks and the rules governing the international sale of movable property laid down in the Vienna Convention of 1980;

- the structure of the networks and the consequent modalities of participation of the networks of undertakings in the tendering procedures for the award of public contracts within the meaning of Art. 34 and 37 of Legislative Decree 163/2006 (Determination No. 3 of 23 April 2013 of AVCP);

- business and trade associations;

- FIAT case: from exit from Confindustria at exit from Italy;

- the tax and tax aspects of the networks;

- the civil and network liability of the networks.

Readings/Bibliography

S. PRINCIVALLE, Diritto delle reti di imprese, 2019, in corso di stampa.

To explore the issues concerning the birth of networks:

P. ZANELLI, Reti e contratto di rete, Padova, Cedam, 2012.

Teaching methods

The learning assessment will take place through an oral exam on the entire program being taught. For students who have attended at least 75% of the lessons, partial tests can be arranged or detailed papers can be drawn up on specific topics being examined.

Assessment methods

The essay will focus on topics indicated in the "Program and contents" section.

The evaluation of the test will be carried out taking into consideration:

- Knowledge of institutional profiles

- The ability to analyze the jurisprudential and doctrinal guidelines

- The ability to make connections between the different parts of the program

- The ability to develop critical arguments

- The articulation of the exposure

- Accuracy of exposure

the following criteria will be used to assess the final mark (that will be out of 30/30):

  • sufficient or barely sufficient knowledge on the programme, limited reasoning ability, some difficulties in using technical and legal language → 18-21/30;
  • fairly good knowledge of the programme, adequate critical reasoning ability, sound use of technical and legal language → 22-25/30;
  • comprehensive knowledge of the programme, notable reasoning ability, good command of technical and legal language → 26-29/30;
  • extensive knowledge of the programme, very good reasoning ability, and ability to fully master technical-legal language → 30-30L/30.

Office hours

See the website of Pietro Zanelli

See the website of Silvia Princivalle