Unit COMMERCIAL LAW AND COMPANY LAW

Course
Business administration
Study-unit Code
20000509
Location
PERUGIA
Curriculum
In all curricula
CFU
9
Course Regulation
Coorte 2021
Offered
2022/23
Learning activities
Caratterizzante
Area
Giuridico
Academic discipline
IUS/04
Type of study-unit
Obbligatorio (Required)
Type of learning activities
Attività formativa monodisciplinare

COMMERCIAL LAW AND COMPANY LAW - Cognomi A-L

Code 20000509
Location PERUGIA
CFU 9
Teacher Luigi Farenga
Teachers
  • Luigi Farenga
Hours
  • 63 ore - Luigi Farenga
Learning activities Caratterizzante
Area Giuridico
Academic discipline IUS/04
Type of study-unit Obbligatorio (Required)
Language of instruction Italian
Contents Discipline of the enterprise, companies, debt securities and banruptcy
Reference texts L. FARENGA, Manuale di diritto commerciale, Giappichelli, Torino, 2022
Educational objectives Knowledge of the main institutions of commercial law aimed at the
possibility of inclusion in the business world to the executive level and
consulting
Prerequisites Knowledge of the main institutions of civil law and in particular the law of
obligations and contracts. Have passed the private law exam
Teaching methods Classroom teaching, group exercises, case analysis
Other information The parts of the manual that are excluded from the program will be
indicated on the Unistudium platform
Learning verification modality The exam is done in a single oral session
For information on support services for students with disabilities and / or
DSA visit the page http://www.unipg.it/disabilita-e-dsa
Extended program Week 1: 1.General profiles of commercial law. Historical profiles. 2. The
enterprise: economic profiles. The legal notion of a enterprise: the
enterprise as an activity. The commercial enterprise. 3. The agricultural enterprise.
Week 2: 1. The business register. The accounting obligations of the
entrepreneur. 2.The legal notion of a firm and the rules governing its transfer. 3. Distinctive signs and industrial property rights. Week 3: 1. Credit securities: definition and general discipline. Improper titles and legitimation documents. 2. Credit securities. The discipline of circulation.
3. The promissory note. Week 4: 1. The check. 2. The company contract.
The types of companies. 3. Partnerships. The simple society. Week 5: 1. The general partnership. The limited partnership. 2. The joint stock company: general characteristics. 3. The constitution. The S.p.A. one person. Week 6: 1. Contributions. 2. Participatory financial actions and instruments. 3. The categories of actions and their circulation. Week 7: 1.
The assembly. 2. The invalidity of shareholders' resolutions. 3.
Administration and control in the S.p.A. The "traditional" system. Week 8:
1.Administration and control in the S.p.A. The "dualistic" and monistic"
systems. 2. The responsibility of the administrators. 3. The board of statutory auditors. The accounting control. Judicial control instruments. Week 9: 1.
Amendments to the articles of association and withdrawal. 2. Increase and reduction of capital. 3. Dissolution and liquidation. Week 10: 1. The limited liability company. Constitution and quotas. 2. The limited liability
company. The organization's discipline. The limited partnership by shares. 3. Transformation, merger and demerger of companies. Week 11:
1. The reform of insolvency proceedings: the Code of crisis and
insolvency. 2. Judicial Liquidation and other insolvency proceedings. The assumptions of the declaration of Judicial Liquidation. 3. The effects of the Judicial Liquidation declaration. Week 12: 1. The verification of
liabilities and the liquidation of assets. 2. The closure of the judicial liquidation and the arrangement in judicial liquidation. 3. The arrangement with creditors and other recovery procedures.

COMMERCIAL LAW AND COMPANY LAW - Cognomi M-Z

Code 20000509
Location PERUGIA
CFU 9
Teacher Laura Schiuma
Teachers
  • Laura Schiuma
Hours
  • 63 ore - Laura Schiuma
Learning activities Caratterizzante
Area Giuridico
Academic discipline IUS/04
Type of study-unit Obbligatorio (Required)
Language of instruction Italian
Contents As it is known, in the Italian law system as Commercial Law is intended a larger set of issues than those in the Common law system. Thus, it is impossible a precise translation in English; anyway, it is possible to signal that the course has as object the learning of:
1. Business Law or Enterprise Law; Competition Law; Crisis and Insolvency Law;
2. Company Law; Corporation Law; other Business Organizations Law;
3. Negotiables Instruments.
Reference texts Recommended readings:
1. As a text on which the lessons are based: G.F. CAMPOBASSO, Manuale di Diritto commerciale, Turin, Utet, 2017, excluding the following pages: from 68 to 88; from 383 to 497; from 519 to 544; from 545 to 629.
2. In alternative, as more updated texts: L. FARENGA, Manuale di diritto commerciale, Turin, Giappichelli, 2020, excluding del following pages: from 59 to 92; from 549 to 616; from 630 to 653.
or
AA.VV., Manuale di diritto commerciale, edited by M. CIAN, Turin, Giappichelli, 2021, excluding the following pages: from 98 to 164; from 693 to 755.
3. For those who opt for the manual of CAMPOBASSO or one of FARENGA, it is advisable to study the part relating to the BUSINESS CRISIS AND INSOLVENCY (as it is not updated in the first and not present in the second manual) on AA.VV., Manual of law commercial, edited by M. CIAN, Turin, Giappichelli, 2021, and in particular:
- from 197 to 310.
4. In any case, the help of an UP-TO-DATE Civil Code with related laws is ESSENTIAL to prepare for the exam and to attend the lessons.
Educational objectives Learning outcomes expected: The course aims to educate students to identify conditions and effects of the rules of law to be applied to real cases and to train them to recognize interests at stake.
Prerequisites Institution of Private Law is prerequisit.
Teaching methods Frontal teaching
Learning verification modality The exam is oral.
Extended program The following topics will be covered:
1. Historical evolution and the "sources" of Commercial Law. –
2. The enterprise (Article 2082 of Italian Civil Code) and the entrepreneur (typically: individual, companies, public entities; associations and foundations in the case of non-profit enterprises).
3. Categories of Enterprise - the business entrepreneur (Article 2195 of Italian Civil Code), the agricultural entrepreneur (Article 2135 of Italian Civil Code) and the civil enterprise (exclusion) – and the related applicable rules: so called “statuto dell’imprenditore commerciale” and “statuto generale”. Business crises, insolvency proceedings and agreed solutions.
4. Entrepreneurial organization (Article 2555 of Italian Civil Code).
5. Enterprise and markets. – Consortia (Article 2602 of Italian Civil Code). Negotiables Instruments.
6. Companies. Notion of company as for-profit organization (Article 2247 of Italian Civil Code).
7. The mutual purpose companies (Article 2511 of Italian Civil Code): cooperatives and mutual insurance companies. The consortial purpose companies (Article 2615-ter of Italian Civil Code): consortia companies.
8. Concept and types of for-profit company (Article 2249 of Italian Civil Code). Partnerships (simple partnership; general partnership; limited partnership) and capital companies (joint stock company, also listed companies; limited liability company; limited partnership by shares).
9. The fundamental rules of the Companies in general, Partnerships (s.s.; s.n.c., s.a.s.) and Capital companies or Companies incorporated with limited liability (s.p.a; s.r.l.; s.a.p.a.)
10. The capitalist organisation (Capital and Shares; categories of shares; Obligations; Equity-like instruments) and the corporate organization (the division of corporate powers) in the Joint stock company, also in the light of the supranational framework: the so called “traditional”, the “two-tier” and the “one-tier” system of administration and monitoring; the relative structures, functions, duties and liabilities. The shareholder's meeting.
11. The capitalist and corporate organisations of Limited partnership by shares (“accomandanti” and “accomandatari” as shareholders, of which the latter are ex lege directors) and (at least in the legal model) of Limited liability companies (Shares, debt securities and shareholder loans; Shareholders' decisions and administrative function). LLC so called “semplificate”; LLC under ordinary law and special law.
12. Corporate control and Groups of companies.
Condividi su