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

Leit motiv. The present course tries to convey a practical view of Commercial Law, focused on the entrepreneurial activity. Therefore, the contents will be adapted to follow the different stages in the process of a business.

I.- BLOCK 1. SETTING UP THE STRUCTURE: INVESTMENT, DECISION-MAKING, AND RELATIONSHIP BETWEEN PARTNERS AND DIRECTORS (Company law)

1.- Introduction: entrepreneur, entrepreneurial activity, and its status, types of companies

a.- Entrepreneur and entrepreneurship: the business entrepreneur

b.- Rules and obligations of the business entrepreneur: publicity and accounting records
c.- Rules and obligations of the business entrepreneur (II): mandate contracts and representation
d.- The enterprise

2.- Companies in general and capital companies

a.- The common exercise of activity, legal personality and profiles of responsibility

b.- Company documents: articles of association, bylaws and shareholder agreements

c.- Capital companies: creation

d.- Capital companies: contributions

3.- Capital companies (I). Relationships between shareholders and directors

a.- Directors: power of representation and agency problems

b.- Shareholders and directors: appointment and removal

c.- Shareholders Meeting and Directors: Adoption of Decisions

d.- Control of administration: collegio sindacale and statutory auditors

e.- Directors' liability

4.- Capital companies (II). Relationships between shareholders and creditors

a.- Relations between shareholders (I): Voting rights, conflicts of interest, blocking and voting trusts and syndicates, annulment of decisions

b. Relationships between shareholders (II): Contractual mechanisms of protection: Majorities, veto, appointment of administrators, dispute resolution, entry and exit

c.- Financial control perspective: annual accounts (balance sheet) and auditing

d. - Protection of creditors: capital, non-monetary contributions, transactions treasury shares and financial assistance

II.- BLOCK 2. ENTERPRISES IN THE MARKET: PROTECTION OF BUSINESS MODEL AND RELATIONSHIP WITH COMPETITORS (Intellectual Property Law and Competition Law)

1.- Business model protection: distinctive signs and works of ingenuity

a.- Distinctive signs: the trademark

b.- Innovations: industrial inventions

2.- Relationships between competitors

a. Unfair competition

b. Competition law

III.- BLOCK 3. PLANNING THE ACTIVITY. RELATIONSHIP WITH SUPPLIERS AND CUSTOMERS (Contract Law)

1.- Formation of contracts

a.- Formation of B2B contracts: national and international sales contracts

b.- B2C contract formation: advertising and unfair contract terms

c.- Formation of contracts through the Internet

2.- Sales Contracts

a.- National and international sales contracts: Obligations of the parties and remedies for breach of contract

b.- Supply contract and contratto estimatorio

c.- Consumer sales contracts

3.- Service and construction contracts

IV.- BOOM OR BUST. EXPANSION, OPENING TO INVESTORS - RESTRUCTURING (Distribution of distributions, venture capital, company transmission, merger and division, bankruptcy)

1.- Contractual and Corporate Expansion

a.- Contractual expansion: distribution contracts and business consortia

b. - Corporate expansion: branches, subsidiaries and groups of companies

2.- Opening to investors: business angels, venture capital

a.- Transaction structure: amendment of the statutes, increase of share capital

b.- Government Changes: Statutes and Shareholders' Agreements (again)

3.- Sale of company and restructuring

a.- Transfer of business

b.- Restructuring: merger and division

4.- Dissolution and Bankruptcy: Introduction and Basic Aspects

Readings/Bibliography

Manuale di diritto commerciale di Gianfranco Campobasso.

Other materials will be made available by the professor at his site

Teaching methods

The course will be structured in lectures, sessions using socratic method, and resolution of case studies regarding the entrepreneurial activity.

Assessment methods

50% exam

20% participation in class

30% work group, consisting in the creation or simulated creation (in groups of 5 people) of a business, and the resolution of its legal issues involving Commercial Law

Office hours

See the website of David Ramos Munoz