82170 - Commercial and International Law

Learning outcomes

The course aims to provide students with the main principles of business law, company law and competition law. Hence, its focus is on the different ways to carry out business activities regulated by the legal system, such as the different companies that it is possible to establish. In this context, the analysis will include the main principles of civil law jurisdictions in comparison with the principles of common law jurisdictions, and the most important international contracts, which usually are signed by companies while performing their business. A specific focus is devoted to the most important principles of the Anglo-Saxon systems of company law, such as the corporate governance theories and the corporate governance structures of companies, the responsibility of the directors and the position of the shareholders. At the end of the course students are able to: (a) find and choose the best legal solutions to carry out properly and efficiently business activities; (b) use the different types of contracts, both regulated and unregulated, in order to deal with suppliers and clients of the firms; (c) find and choose the best legal form to perform business. This course supplements the labour law course, fulfilling the learning objectives of “labour law and commercial law” integrated course, by providing the necessary legal skills to organize and manage factors of production (labour and capital).

Course contents

1. Introduction to Corporate Law and different types of companies.
2. Partnerships.
3. Joint-stock companies.
4. Shares and shareholders rights.
5. The issuing of bonds and creditors claims.
6. Corporate governance and directors' duties and responsibilities.
7. Auditors' duties and responsibilities.
8. Limited liability companies.
9. Corporate Control, corporate groups, takeovers.
10. Transformation, merger and demerger.


11. Introduction to international contract law (Private international law, lex mercatoria and international common law).
12. Choice of applicable law.
13. Conclusion of contracts.
14. Implementation, termination and pathology.
15. Different types of contracts.

Readings/Bibliography

Bruno, Foundations of Business and Company Law. US, UK, Italy and the European Context, Giappichelli, Torino, 2025, chapters 3, 4, 5, 6.

Kraakman - Armour - Davies - Enriques et al., The Anatomy of Corporate Law: A Comparative and Functional Approach, OUP, Oxford, 2017, chapters 1, 2, 5, 7, 8.

Cavalieri - Salvatore, An Introduction to International Contract Law, Giappichelli, 2024, chapters 1, 2, 3, 4, 7, 8, 9.

These texts provide comprehensive coverage of the lecture topics. Additional teaching materials, including slides, will be available on the “Virtuale” platform to support students’ learning.

Teaching methods

Frontal lectures supported by power point presentations.

The presentations will be made available to students.

 

Class Activity: Moot Court–Style Case Discussion

Students can participate in a class discussion based on a fictional legal case (moot court style).

Students will be divided into groups, and each group will represent and defend one party in the case.

Each group will have 30 minutes to study the case.In the following 30 minutes, each group will have 15 minutes to present and defend its position.§Students who are not presenting on that day will serve as the jury.

How to register:

Please send me an email to register. Deadline: 01.03.2026 (march 1, 2026).

Both attending students and those who do not regularly attend classes (or have not attended so far) are welcome to participate. After registration, students will be assigned to groups.

The activity will take place during the last class or classes of the course, depending on the number of participants.

Participation in this activity is worth 2 additional points, which will be added to the grade obtained in the written exam.

Assessment methods

Written exam. Three open-ended questions.

Each question is worth up to 10 points. Honors (with distinction) may be awarded in cases of particularly good overall performance.

Office hours

See the website of Lara Archivolti