00221 - Commercial Law

Learning outcomes

At the end of the Teaching Activities, students will:
- acquire a basic knowledge of some institutions of private law, aimed at a better understanding of commercial law;
- understand the European and national framework regarding and companies, particularly those related to joint-stock companies and cooperatives;
- comprehend the fundamental principles of the regulation concerning enterprises, partnerships, corporations, cooperatives, and credit instruments.

Course contents

Introduction to private law. Legal personality. Property. Contracts. Judicial protection of rights.

Commercial law framework. The entrepreneur, the distinctions between the types of business and the related consequences on the discipline. The agricultural entrepreneur and the commercial entrepreneur and its statute. The company and its translation events. Contracts of the entrepreneur, analysis of some types and consortia.

Distinctive marks. Intellectual property. Debt securities and their circulation.

Companies in general.

Partnerships, the different types and related disciplines, with particular reference to the liability of shareholders.

The limited liability company and their function as a hub between partnerships and joint stock companies.

The joint stock company and its specific characteristics: shares and financial instruments and their circulation, the governance of the company and its various models and the functioning of the corporate bodies, the financial statements, the dissolution and extraordinary operations.

The financial markets.

The cooperatives.

Readings/Bibliography

AA.VV., Manuale di diritto commerciale (a cura di M. Cian), Giappichelli, VI edizione, 2025; with the exception of:

- Sezione Quinta, Capo Secondo (I CONTRATTI DELL’IMPRESA), pp. 129-168;

- Sezione Settima (LA CRISI D'IMPRESA), pp. 183 - 299;

- Sezione Sedicesima, § 69-75 (IL DIRITTO DEL SISTEMA FINANZIARIO), pp. 691-753.

Alternatively:

Vella – Bosi, Diritto dell’impresa e dell’economia, il Mulino, II ed., 2017.

Vella – Bosi, Diritto ed economia delle società, il Mulino, II ed., 2020.

The alternative texts have a very accessible structure, even for students who are not studying law, but they are somewhat outdated: for some topics, it is necessary to supplement the study with the most recent legislative amendments. For this purpose, it is recommended to consult the manual edited by M. Cian or another recently updated manual.

It is suggested, as an aid to study and to better understand the subjects, to use an updated Codice Civile and to review the texts of the special laws that will be covered during the lectures. Updated versions can easily be found online, often free of charge.

Recommended readings:

For those who wish to further explore private law topics that will be illustrated during the lectures, as a preparatory step for the study of Diritto commerciale and to acquire basic competencies, it is suggested to read:

Casnici, Istituzioni di diritto privato, Giappichelli, 2016, limited to the topics that will be covered in class.

For those who wish to deepen their knowledge of cooperative societies, which will be the subject of a dedicated seminar:

Vella - Genco - Morara, Diritto delle società cooperative, Il Mulino, 2018.

For those interested in further exploring the history and evolution of commercial law, and in understanding the historical development of the legal-economic reality in which it is currently situated, it is recommended to read:

Galgano, Lex mercatoria, Il Mulino, any edition.

Teaching methods

Lectures focused on explanation and in-depth exploration of the subject matter.

The first two lectures of the course will provide a brief introduction to some concepts of private law that may help provide a framework for better understanding some key aspects of commercial law, which is, however, the specific focus of the course and the exam.

In December, a seminar is scheduled, dedicated to the regulation of cooperative companies.

Assessment methods

Details on the exam procedures will be provided later.

To take the exam, registration via the AlmaEsami application is required, in compliance with the deadlines that will be promptly published.

A grade of 18/30 or higher is required to pass the exam.

Teaching tools

Readings and court rulings will be made available on the University's platform (Virtuale).

Office hours

See the website of Pier Luigi Morara