00221 - Commercial Law

Learning outcomes

The aim of the course is to provide the basis for knowledge of company law, competition law, and the tools available to the entrepreneur, which are the different types of companies and practical tools such as titles of credit (bills of exchange and notes) and commercial contracts, typical or atypical. At the end of the course the student is able to: (a) identify and select the most appropriate solutions for the conduct of business activities; (b) use the various contractual forms and practical tools in carrying out economic activities; (c) identify and use the most appropriate forms for carrying out associated activities of economic activity.

Course contents

FIRST PART - PROFESSOR VITO CALIFANO

1.- Business and Entrepreneur: Essential Items and Characters.

2.- The enterprise’s various types and forms

3.- The entrepreneur’s auxiliaries.

4.- The company: notion, general characters and circulation.

5.- Distinctive signs.

6.- Discipline of unfair competition, essential features.

7.- Companies: general notions, company contract.

8.- Private companies: a simple company, a joint-stock company and a simple partnership.

9.- Capital companies: limited liability companies, partnerships limited by shares and limited liability companies.

10.- Dissolution, transformation, fusion and splitting, general notions.

11.- Groups of companies.

12.- Cooperative companies.

13.- Consortia and consortium companies.

14.- General profiles of securities: bill, bank check, circular check and other securities.

SECOND PART - PROFESSOR DAVID RAMOS

I.- PLANNING OF ACTIVITIES. REPORT WITH SUPPLIERS, CUSTOMERS AND FINANCIERS (Contract Law)

1.- Formation of contracts

a.- Formation of B2B contracts: national and international sales contracts
b.- Formation of B2C contracts: advertising and unfair contract terms
c .- Formation of online contracts

2.- Sales Contracts

a.- National and International Sales Contracts: Obligations of the parties and remedies for breach of contract
b.- Supply contracts and contratto estimatorio
c.- Consumer sales contracts

3.- Service and contract contracts

4.- Relationships with lenders - Banking contracts

a.- The bank account
b.- Payment services
c.- Contracts of deposit and credit
d. - Bank guarantees
e.- Secured transactions: leasing, factoring, securitization

II.- EXPANSION, OPENING INVESTORS - RESTRUCTURING (distribution, venture capital, company transfer, merger and splitting, bankruptcy)

1.- Contractual and Corporate Expansion

a. Expanding the business through distribution contracts and business consortia
b. - Corporate expansion: branches, subsidiaries and groups of companies

2.- Opening to investors: business angels, venture capital, and corporate and contractual aspects

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

b. Changes in governance: articles of association, bylaws and shareholders' agreements

3.- The listed company and the securities market

a.- The listed company

b .- Financial intermediaries and investment services

4.- Sale of business and restructuring

a.- Transfer of business
b.- Restructuring: merger and division

5.- Dissolution and Bankruptcy: Introduction and Basic Aspects

Readings/Bibliography

GianFranco Campobasso Manuale di Diritto Commerciale sesta edizione a cura di Mario Campobasso UTET, 2016.

Teaching methods

The teaching will be structured in lectures, discussion classes and the resolution of practical cases.

Assessment methods

The part corresponding to professor Vito Califano will be subject to an oral final exam.

The part corresponding to professor David Ramos will be subject to an oral final exam, where the result will be integrated with the practical exercises developed during the course.

Office hours

See the website of David Ramos Munoz

See the website of Gian Vito Califano