12310 - Enterprise Law

Learning outcomes

The course is aimed at introduce the student to the Italian legal regulation of undertaking, single enterpeneur, partnership and company. The student is also introduced to the basic concepts and rules of competition law.

Course contents

Full program for 9 CFU:

Sources of commercial law: Italian Civil Code, the Republican Constitution, EU legislation and international treaty- A) Entrepreneur: definition, categories and regulations - The transfer of the business in the Civil Code - Industrial property: a) trade name, trademark, geographical indication and appellation of origin (overview)- b)  patents and copyright (overview) - B) Undertaking and market: the competition among undertakings: a) the unfair competition (art. 2598 cc); competition and the market: artt. 101 and 102 TFUE and Italian antitrust law - C) Business integration and collaboration among enterprises: consortia (art. 202 ss. c.c.) - D) Companies - partnerships: types and discipline - corporations: types and discipline - The transformation of partnership into companies and vice-versa; cooperative companies in the Civil Code: the mutualistic purpose, financial structure, organization and controls - Control and connection between society: the Group of Companies in the Italian Civil Code: notes.

Short program for 6 CFU:

Entrepreneur: definition, categories and regulations - Company: definition - The rules governing the transfer of the business (azienda) in the Civil Code - The competition among undertakings: a) the discipline of the unfair competition (art. 2598 cc); competition and the market: artt. 101 and 102 TFUE and Italian antitrust law - Companies - partnerships: types and discipline - corporations: types and discipline - Cooperative companies in the Italian Civil Code: the mutualistic purpose, financial structure, organization and controls.

 

Readings/Bibliography

Limited to parts of the program described in the section course contents of these Web Guide, the reading of the following books is suggested

1)Campobasso, Manuale di diritto commerciale, Utet, Torino, 8° ed., 2022

or, alternatively

2) Cian, Manuale di diritto commerciale, IV, Giappichelli, 2021 (

Limited to the topics (see  let. B of course contents) related to unfair competition, the relationship between undertaking and market (antitrust discipline), alternatively to the corresponding chapters of the above mentioned books (as indicated sub 1 and 2 of this section):

A) Mangini-Toni, Manuale breve di diritto industriale, 5 ed., Cedam, 2019, pp. 21-70

Most of the topics are ruled in the Italian Civil Code: an updated edition of the Italian Civil Code is therefore required.

Teaching methods

Course units scheduled in the first semester (sept-dec. 2024) will take place in person.

Classes are aimed at enlightening the main topics of the programm guiding students in the reading and understanding of the legal provisions. Class attendance greatly facilitates the preparation of the examination.

Commercial and business law assumes a basic knowledge of private/civil law. It would therefore help to have a private/civil law manual/textbook available. 

Students who do not attend classes may contact the teacher well in advance of the date of examination in case they need further explanations.

Students with learning disorders and/or temporary or permanent disabilities: please contact the office responsible (https://site.unibo.it/studenti-con-disabilita-e-dsa/en/for-students) as soon as possible so that they can propose acceptable 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.

Assessment methods

 The examination takes place in oral form.

The candidate is asked to answer questions to ascertain the knowledge of the main topics.

The oral exam is also aimed at assessing the ability to properly use the technical language of business and company law matters.

The final evaluation of the oral exam will be based on the following criteria:

• knowledge of institutional aspects;

• the ability to establish connections between the various parts of the program;

• the structure of the exposition and the ability to use accurately and appropriately the specific language and terminology of business law and company law;

• knowledge of case law and academic opinions, including those covered in the textbook and those highlighted by the lecturer during the course;

• the ability to develop critical arguments.

In accordance with the guidelines of the University’s Internal Quality Assurance (PQA), the following assessment criteria are provided:

• Sufficient or slightly more than sufficient preparation on the topics covered, poor critical thinking, limited or incomplete overall understanding of the relationships between legal institutions, poor ability to use legal-technical language → 18–21;

• Fair preparation, sufficient critical thinking, adequate use of legal-technical language → 22–25;

• Good or more than good preparation, good critical thinking, confident use of legal-technical language → 26–29;

• Comprehensive preparation, excellent critical thinking, full command of legal-technical language → 30–30 with honors.

 

Teaching tools

Students who attend classes must always carry the text of the Italian Civil Code. 

To facilitate the understanding and learning of some topics, slides containing schematic indications are projected during lectures.

Classes may include the solution of elementary law cases.

Office hours

See the website of Anna Maria Toni