12310 - Enterprise Law

Learning outcomes

The course is aimed at introduce the student to the italian legal regulation of undertaking, partnership  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:

Sources of commercial law: Italian Civil Code, the Republican Constitution, EU legislation and international treaty- A) Entrepreneur: definition, categories and regulations - The transfer of the business in the Civil Code - Industrial property: a) trade name, trademark, geographical indication and appellation of origin (overview)- b)  patents and copyright (overview) - 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: overview - C) Business integration and collaboration among enterprises: consortia (art. 202 ss. c.c.) and business networks - D) 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: notes.

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.

 

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, 8° ed., 2022

or, alternatively

2) Cian, Manuale di diritto commerciale, IV, Giappichelli, 2021 (

Limited to the topics (see  let. B of course contents) related to unfair competition, the relationship between undertaking and market (antitrust discipline) and consumer protection, alternatively to the corresponding chapters of the above mentioned books (as indicated sub 1 and 2 of this section):

A) 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

Course units scheduled in the first semester (sept-dec. 2022) will taje place in person.

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

Commercial and business law assumes a basic knowledge of private/civil law. It would therefore help to have a private/civil law manual available. 

Students which do not attend classes may contact the teacher well in advance of the date of examination in case they need 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, students who want to take the exam during the winter session (January/February 2024) can sit for a multiple choice test on the topics indicated sub A) and B) of the Course Contents section in this Guide.

The test will take place in person December 2023. The exact date of the test will be comunicate before the end of the teaching period.

The test includes 15 multiple choise questions (2 points for each correct answer).

The test is passed whith 9 correct answers.

Once passed the test, oral examination - session Jan.-Feb. 2024 - will refer uniquely to the contents not included in the test (see Course Contents, let. C and D).

The oral exam evaluation is based on the following criteria:

1) Sufficient or little more than sufficient preparation on the topics dealt with, poor critical ability, poor or incomplete overview of relations between institutes, poor ability to use technical-legal language → 18-21;

2) Reasonable preparation on the topics dealt with, sufficient critical ability, sufficiently appropriate use of the technical-legal language → 22-25;

3) Good or more than good preparation on the topics dealt with, good critical skills, good mastery of specifical language→ 26-29;

4) Exhaustive preparation on the topics dealt with, excellent critical skills, full mastery of specific/technical-legal language → 30-30L.

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