12310 - Enterprise Law

Learning outcomes

The course is aimed at introduce the student to the italian legal regulation of undertaking and company. In this context, study of legal "types" of collective exercise of the business and therefore, the regulation of companies and corporations, is deepened. The student is also introduced to the knowledge of the concepts and basic rules of competition law and provided fundamental knowledge about the conditions of bankruptcy and other insolvency procedures and the effects of these on the legal positions of the parties.

Course contents

Full program for 9 CFU:

History and sources of commercial law: from the Commercial Code to the Civil Code, the Republican Constitution and EU legislation - A) Entrepreneur: definition, categories and regulations - The transfer of the business in the Civil Code - Industrial property: a) means of differentiation: trade name, trademark, geographical indication and appellation of origin - b) the protection of innovation: patents and copyright (notes) - B) Undertaking and market: the competition among undertakings: a) the unfair competition (art. 2598 cc); competition and the market: artt. 101 and 102 TFUE and Italian antitrust law - Business and consumer protection (commercial advertisemet and unfair commercial practices) - Business integration and collaboration among enterprises: consortia and business networks - C) Companies - partnerships: types and discipline - corporations: types and discipline - The transformation of partnership into companies and vice-versa; cooperative companies in the Civil Code: the mutualistic purpose, financial structure, organization and controls - Control and connection between society: the Group of Companies in the Italian Civil Code

Short program for 6 CFU:

Entrepreneur: definition, categories and regulations - Company: definition - The rules governing the transfer of the business (azienda) in the Civil Code - The competition among undertakings: a) the discipline of the unfair competition (art. 2598 cc); competition and the market: artt. 101 and 102 TFUE and Italian antitrust law - Business integration and collaboration among enterprises: consortia and business networks - Companies - partnerships: types and discipline - corporations: types and discipline - The transformation of partnership into companies and vice-versa; cooperative companies in the Civil Code: the mutualistic purpose, financial structure, organization and controls - Control and connection between society: the Group of Companies in the Italian Civil Code.

Readings/Bibliography

Limited to parts of the program described in the section course contents of these Web Guide, the reading of the following books is suggested

1) Campobasso, Manuale di diritto commerciale, Utet, Torino, 7° ed., 2017

or, alternatively

1) Vella-Bosi, Diritto dell'impresa e dell'economia, Il Mulino, 2017

and

2) Vella-Bosi, Diritto ed economia delle società, Il Mulino, 2015

Limited to the topics related to the relationship between undertaking and market (and consumer protection):

1) Mangini-Toni, Manuale breve di diritto industriale, 5 ed., Cedam, 2019, pp. 21-70

Most of the topics are ruled in the Italian Civil Code: an updated edition of the Italian Civil Code is therefore required.

Teaching methods

Lessons are aimed at enlightening the main topics of the program guiding students in the reading and understanding of the legal provisions. Class attendance greatly facilitates the preparation of the examination.

Students which do not attend classes may contact the teacher well in advance of the date of examination for further explanations.

Students with learning disabilities or disorders can contact the teacher for additional support.

Assessment methods

The examination takes place in oral form.

The candidate is asked to answer questions to ascertain the knowledge of the main topic.

The oral exam is also aimed at assessing the ability to properly use the technical language of business and company law matters.

In order to facilitate the preparation of the oral examination (January/February session), students who regularly attend classes can sit for a written test. The test will take place at the end of the classes (December 2019). Teacher will indicate during lessons topics and contents of the test. Once passed the written examination, oral examination - session Jan.-Feb. 2020 - will refer uniquely to the contents not included in the test (see Course Contents).

Teaching tools

Students who attend classes must always carry the text of the Italian Civil Code. 

To facilitate the understanding and learning of some topics, slides containing schematic indications are projected during lectures.

Classes may include the solution of elementary law cases.

Office hours

See the website of Anna Maria Toni