37296 - Commercial Law

Learning outcomes

The goal of this course is the comprehensive understanding of the main institutions accountable for corporations and firms, focusing on their basic characteristics and tasks, from the moment certain commercial regulations are conceived until these same regulations and norms expire. Furthermore, students will be able to acquire and grasp the basic notions about all the different types of firms, consortiums and lobbies, to assess and verify how these organisations, which are widespread in the Italian Economic scenario, could be profitably used for the practice of the economic activity (principles, structures and organisations).

Course contents

The course analyses a selected range of business law issues of foremost relevance to aspiring professionals who will be engaged in corporate, finance, and auditing affairs.

It is structured in two interrelated parts: the first provides an overview of the Italian regulatory framework applicable to economic activities and the various legal forms of the firm, from the individual entrepreneur to the different types of partnerships and companies. Particular attention is devoted to providing an in-depth analysis of the legal structure and characteristics of the modern business corporation. The key structural topics of Company Law and Corporate Governance are examined through a European and international lens.

The second part addresses Corporate Group Law and a number of highly specialised topics, including Mergers and Acquisitions, Securities Regulation and Accounting Law. The course closes with an analysis of the relationships among enterprises in the market within the framework of Antitrust Law, exploring the interplay between competition policy, market efficiency, and consumer protection.

More precisely, following a brief methodological introduction, the course focuses on these topics:

1. Enterprise and its Legal Framework
2. Business: Nature, Sale, and Lease
3. Partnership Law
4. Company Formation
5. Limited Liability and Corporate Veil Piercing
6. Financial Structure: Shares and Bonds
7. Principles and Models of Corporate Governance
8. The General Meeting
9. Shareholder Rights and Shareholders’ Agreements
10. Shareholders’ Litigation: Derivative Actions
11. The Board of Directors: Structure, Functions, and Liability
12. Corporate Group Law
13. Amendments to the Corporate Charter
14. Mergers and Acquisitions
15. Securities Regulation: Hostile Takeovers and Defences, Market Integrity and Insider Trading
16. ESG and the Corporate Purpose Debate
17. Financial Statements: Basics of Accounting Law
18. Competition Law

Readings/Bibliography

Students prepare for the exam on the basis of compulsory readings (excerpted book chapters, articles or case notes) and judgments, all of which will be made available on Virtuale.

Teaching methods

Lectures, exercises (analysis of case studies, critical examination of the most relevant case law, etc.), guest lectures by practitioners and experts, group and individual assignments, mock exams.

In the second part of the course, selected classes will be delivered on an experimental basis in blended mode, within the framework of the University’s teaching innovation initiative, with online sessions held on the Teams platform.

Distance teaching does not replicate the traditional lecture format: it reverses its method. The online sessions are conceived as applied workshops, centred on a question that runs through the entire course: how and why business law shapes corporate conduct. Working in groups, students engage with cases and real-world problems: the assessment of the defensive measures available to the board of directors in the face of a hostile takeover bid; the definition of directors’ duties towards various stakeholders; practice-oriented exercises in which, under the law as it stands, students are required to devise a legally viable path towards a given outcome, including the guided drafting of a legal instrument or opinion with the contribution of practitioners, and the examination of documents drawn from transactional practice. Each workshop culminates in an oral defence.

Assessment methods

The final grade is based on a comprehensive written exam, consisting of 21 multiple-choice and 2 open-ended questions, which may also involve a simplified hypothetical case, with respect to which students are asked to characterise the facts and identify the applicable rules under Italian law or through a comparative approach.

Only attending students may sit a special written midterm exam on Enterprise and Partnership Law. It will take place in early December. The Professor will inform them about the date in due course.

There is the option to carry out a presentation during lecture hours for extra credit (up to 2 points). More detailed information about the exam approach is provided in class.

Teaching tools

Non-compulsory reading materials will be made available on Virtuale.

Students with learning disorders and/or temporary or permanent disabilities: please contact the office responsible as soon as possible so that they can propose suitable adjustments. The request for adaptation must be submitted in advance (15 days before the exam date) to the lecturer, who will assess the appropriateness of the adjustments, taking into account the teaching objectives.

Office hours

See the website of Luca Orciani