00221 - Business Law

Learning outcomes

Al termine del corso lo studente conosce la disciplina del diritto dell'impresa e delle società, con particolare riferimento ai diversi modelli. Gli obiettivi conoscitivi principali sono: - la disciplina dell'impresa e dei segni distintivi - la disciplina delle società di persone e di capitali; - la disciplina delle società cooperative

Course contents

The enterprise. The entrepreneur. Notions. The object of the enterprise. Agricultural enterprise and commercial enterprise. Small businessmen. Companies and their markings. Occult entrepreneurs.

Competition between companies. Antitrust law. Agreements. Abuse of dominant position. Concentrations. Monopolies. Non-competition pacts.

Companies. Partnerships and corporations. Simple partnership, general partnership. Limited partnership.

Public limited companies: incorporation, nullity, contributions. Shareholders' agreements. Stock. Bonds. Participating financial instruments and assets earmarked for specific transactions. Balance sheets. Organization and functioning of the S.p.A. Traditional system. Assembly and administrative body. Controls.

Alternative systems of administration and control: the dualistic system. Management Board and Supervisory Board. The monistic system. The Management Control Committee. The statutory amendments. Equity transactions Right of withdrawal. Direction and coordination of companies according to company law reform.

Transformations, mergers and division into separate entities.

Companies limited by shares.

Limited liability companies. Constitution and structure. Statutory changes. Directors. Conflicts of interest. Underwritings. Partners' funding. Repayment of share capital. Action for company responsibility.

Cooperative societies. Prevailing mutuality. Cooperative S.p.A. and cooperative S.r.l.

Companies listed on regulated markets. Consob and its powers. Information duties. Significant holdings. Takeover and exchange offers.

Debt instruments.

Readings/Bibliography

G.F. CAMPOBASSO, Manuale di diritto commerciale, Utet, Torino, latest edition, except for: "Part three I contratti", "Part five: Le procedure concorsuali"; In part one, the student may omit the paragraphs relating to intellectual property and industrial inventions.

AA.VV., Manuale di diritto commerciale (a cura di M. Cian), Giappichelli, Torino, second edition, except for: Section seven; Section four: § 14; Section sixteenth: Chapter one; of Chapter two from § 69 to § 71 inclusive.

PRESTI-RESCIGNO, Corso di diritto commerciale, Zanichelli, Bologna, latest edition, except for lesson VI, VII, VIII, IX, XIV, XV, XVI.

Teaching methods

Classroom-taught lesson with slides

Assessment methods

During the health emergency period and as long as the exams are in blended mode, the exam will be in written form, by means of cross-check quiz.

Profit votes are regulated as follows:

• <18 insufficient

• 18-23 sufficient

• 24-27 good

• 28-30 excellent

• Excellent 30 cum laude

Teaching tools

Slides supplied by the teacher.

Office hours

See the website of Giovanni Battista Barillà