37296 - Commercial law

Academic Year 2017/2018

  • Moduli: Alessandro Pomelli (Modulo 1) Alberto De Pra (Modulo 2)
  • Teaching Mode: Traditional lectures (Modulo 1) Traditional lectures (Modulo 2)
  • Campus: Bologna
  • Corso: First cycle degree programme (L) in Business and Economics (cod. 8965)

Learning outcomes

At the end of the Teaching Activities related to the course Commercial Law, students will count with a comprehensive understanding of the main institutions accountable for the corporations and the firms, focusing on their basic characteristics and tasks, from the moment certain commercial regulations are conceived until these same regulations and norms expire. Furthermore, students will be able to acquire and grasp the basic notions about all the different types of firms, consortiums and lobbies, in order to assess and verify how these organizations, which are widespread in the Italian Economic scenario, could be profitably used for the practice of the economic activity (principles, structures and organizations). The International approach to the course Commercial Law sets the platform for a continuous comparative evaluation between Italian commercial law and Italian Industrial legislation versus the international directives on this very field (with a special focus on EU regulation on the subject), also considering international agreements, basic concepts of commercial law and industrial law, taking into careful consideration the antitrust legislation, unfair competition and unfair practices like dumping, misleading communication, the regulation of particularities and all creative activities, regulation of know-how and of technologies as well.

Course contents

Prof. Alessandro Pomelli:
  1. Introduction: A Brief Account of the History of Italian and European Commercial Law.
  2. Partnerships under Italian, European and United States laws.
  3. Private Companies under Italian, European and United States laws with particular regard to formation, organizational changes, capital structure and fund raising, corporate governance.
  4. Public Companies under Italian, European and United States laws with particular regard to formation, organizational changes, capital structure and fund raising, corporate governance, mergers and acquisitions.
  5. Securities markets.
  6. Mutual Companies.
  7. Group of Companies.
  8. Agency Problems, Conflict of Interests within Companies and Legal Strategies to address them.

Prof. Alberto De Pra:

1) Introduction to Competition Law. Development of competition law from the 1890 Sherman Act to the 1957 EC Treaty. Competition policy as part of the single market objective. Interaction of national and EC competition law. Relevant principles of economics: market definition, product substitutability, market power, monopoly, oligopoly, workable competition. Schools of economic thought on optimum competition policy.

2) The Framework of the EU Treaties. Role of the Council, Commission and Parliament. Regulations, Directives and Notices.

3) Collusion between undertakings (Article 101 TFEU). The general prohibition of agreements restrictive of competition. Decisions by associations of undertakings. Concerted practices. Effect on trade between Member States. Vertical and horizontal agreements. Consequences of breach.

4) The Rule of Reason. Block Exemptions. Criteria for exemption. Examples of individual exemption.

The block exemption system. The Block exemption regulations on horizontal agreements. Selective and exclusive distribution agreements and franchising agreements. Reform of the treatment of vertical restraints. The 2010 umbrella block exemption for vertical agreements. The Commission's Guidelines on vertical and horizontal agreements.

5) Abuse of a Dominant Position (Article 102 TFEU). Concepts of relevant market, dominance, abuse. Joint dominance.

6) Mergers. The EU Merger Regulation.

7) Competition Law Procedure. The new enforcement regulation (Regulation 1/2003)

8) Enforcement of EU Competition Law at National Level. Direct effect of EC competition law. Private enforcement before national courts. Available remedies. Preliminary references. Role of the national competition authorities.



Readings/Bibliography

Prof. Alessandro Pomelli:

Kraakman, Armour et Al., The Anatomy of Corporate Law, Oxford University Press, 3rd Edition: Chapters 1 to 7.

Presentations, readings and other materials as indicated in class at the beginning and during the course.

Prof. Alberto De Pra:

Van den Bergh, Comparative Competition Law and Economics, Edward Elgar, 2017.

Presentations, readings and other materials as indicated in class at the beginning and during the course.

Teaching methods

Each lecture will be dedicated to a specific topic.

After introducing the topic and pointing out all relevant issues pertaining thereto, the lecturer will invite the class to actively participate and debate.

In November/December 2017 some of the students who will have scored at least 24 on the first mid term exam will be given the chance to form a team and make a class presentation of one or more judicial cases so as to earn bonus points.

Assessment methods

Written examinations in the form of mid-term exams and full exams.

The first mid-term exam (October 2017) will be based on Chapter 1 of the textbook "The Anatomy of Corporate Law" as well as all slides and other materials made available on AMS Campus as of the date of the exam.

The second mid-term exam (January 2018) will be based on Chapter 2 to Chapter 7 of the above mentioned textbook as well as all slides and other materials made available on AMS Campus as of date of the exam.

The third and final mid-term exam (Summer exam session of 2018) will be based on all readings and materials made available by Prof. De Pra.

Grades obtained on mid-term exams contribute to the final grade by a third each to the extent that all of the mid terms are taken at the relevant dates and passed with a grade not lower than 18.

Please note that mid-term exams are available to second-year students and erasmus students. Third-year students and beyond are allowed to take full exams only.

Full exams (Summer exam session of 2018 onwards) will be based on the whole course program and all the relevant materials (presentations, slides, textbooks and/or additional readings) as indicated by Prof. Pomelli and Prof. De Pra.

Additional notice regarding Prof. De Pra's portion of the course: Pairs of Students who will attend 80% of lectures will have the possibility to deliver a presentation of a legal case before the class lasting no more than 15 minutes. A successful classroom presentation will result in two additional points to the grade awarded on the third mid-term exam or, alternatively, one additional point to the grade awarded on prof. De Pra's course-based portion of the full exam.

Teaching tools

Slides and reading materials will be made available before each class.

Office hours

See the website of Alessandro Pomelli

See the website of Alberto De Pra