00221 - Commercial Law

Learning outcomes

At the end of the course, the student acquires the knowledge of the essential characteristics of the institutions in the field of enterprises and companies, from their constitution to their extinction. In addition, the student acquires knowledge of the various types of companies and consortia to ascertain how these tools, widely disseminated in Italian economic reality, can be used profusely for the exercise of economic activity (principles, structure and organization). The student will also acquire knowledge of institutions of intellectual and industrial property, competition law, and commercial contracts.

Course contents

GENERAL PART

Enterprise - Basic knowledge and constitutive elements. Business enterprise; agricultural enterprise; small enterprise. Concept of "azienda" (firm) and regulations applying to its transfer. Distinctive marks of the enterprise: "marchio" (brand), "ditta", "insegna".

Personal companies - Society agreement, different categories. Partnership; general partnership; limited partnership.

Governance - Share-holders meeting; boards of directors; boards of auditors: functions, obligations and liabilities. Different governance schemes: the "dualistic" system and the "monistic" system. Rules applying to the company budget. Procedure of judicial review. Contents and procedure of amendment of the company by-laws. Dissolution and extraordinary operations.

Joint-stock limited partnership - General regulations.

Unlimited joint-stock company - Basic knowledge and establishment procedure. Shares: legal nature and rules applying to their transfer. The company governance. Company assets and related operations.

Cooperative societies - The "mutualistic" goal. Specific rules applying to cooperative in comparison to joint-stock companies. the concept of "mutualita” prevalente". The company governance. Public supervision over cooperatives.

SPECIAL PART

The most important and common business contracts.

THE FINANCIAL INTERMEDIATION MARKET

General legal framework of financial markets and investment services

Legal aspects on main contracts in Banking Law, Financial Markets Law, Insurance Law

 

 

Readings/Bibliography

G.F Campobasso a cura di M. Campobasso - "Manuale di diritto commerciale", Torino, Utet, ed. 8, 2022 (with exclusion chapter 18 e 26 and Section IV and V).

In addition to the textbook, supplementary teaching materials will be uploaded to the Virtuale platform

Teaching methods

Lecture

Assessment methods

The final exam consists of a written test.

The written test consists of 30 multiple choice questions.

Students who answer 18 out of 30 questions correctly will pass the written exam and may be admitted to the optional oral exam.

There are no partial exams; however, a practice exercise covering the "special part" of the syllabus may be scheduled midway through the course for attending students only.

Where additional activities are provided for students attending the course, as agreed with the course convenor, students will also be assessed on those activities. Performance in these activities will contribute to the final mark.

The student has one hour for the written exam.

It is not possible to bring books, personal notes or electronic devices in the exam.

Artificial Intelligence (AI) tools will not be used for assessment.

Registration for the exam is compulsory, and students have to register throughAlmaEsami [https://almaesami.unibo.it/almaesami/welcome.htm] according to the general rules of the School of Economics, Management and Statistics.

The mark is out of 30 points, and the minimum required to pass the exam is 18 / 30.

The following general marking criteria apply:

Unsatisfactory: 0–5/10 | 0–17/30

Insufficient and inadequate knowledge of the topics covered by the syllabus; significant gaps in knowledge; generally inaccurate use of legal terminology and language.

Satisfactory: 6/10 | 18–20/30

Satisfactory knowledge of the topics covered by the syllabus and generally accurate use of language.

Fair: 7/10 | 21–23/30

Fair knowledge of the topics covered by the syllabus; fair ability to analyse and explore selected aspects in greater depth; generally accurate use of language.

Good: 8/10 | 24–26/30

Good knowledge of the topics covered by the syllabus; good analytical skills and ability to examine the different parts of the syllabus in depth; good critical skills; generally accurate and technically appropriate use of legal language.

Very Good: 9/10 | 27–28/30

More than good knowledge of all topics covered by the syllabus; good ability to analyse the various parts of the syllabus in depth; good ability to establish connections between different topics; good analytical and critical skills; generally accurate and technically appropriate use of legal language, with a good command of the relevant technical terminology.

Excellent: 10/10 | 29–30/30

Excellent knowledge of all topics covered by the syllabus; excellent analytical skills and ability to examine the various parts of the syllabus in depth; excellent ability to establish connections between different topics; excellent critical skills; generally accurate and technically appropriate use of legal language, with a very good command of the relevant technical terminology.

Excellent with Honours: 10L/10 | 30L/30

Outstanding knowledge of all topics covered by the syllabus; outstanding analytical and critical skills; outstanding ability to examine the various parts of the syllabus in depth and to establish connections between different topics; consistently accurate and technically appropriate use of legal language, with an excellent command of the relevant technical terminology.

Students with specific learning difficulties (SpLDs), temporary or permanent disabilities: Students are encouraged to contact the University's Disability and Specific Learning Difficulties Service at the earliest opportunity (https://site.unibo.it/studenti-con-disabilita-e-dsa/en ). The Service will propose any appropriate reasonable adjustments for the students concerned. Any such adjustments must, however, be submitted to the lecturer for approval at least 15 days in advance. In deciding whether to approve the proposed adjustments, the lecturer will take into account their appropriateness in light of the intended learning outcomes of the course. Where the University's Disability and Specific Learning Difficulties Service recommends the use of mind maps as a reasonable adjustment, students are advised that such mind maps must be prepared using keywords only.

Teaching tools

Papers

Office hours

See the website of Sara Forasassi