BUSINESS LAW I (Canale C)

Description

Objectives: The course is aimed at investigating the main topics of the entrepreneur’s discipline, with particular focus to the rules of business activities and to the discipline of corporations. Essential rules of the crisis and bankruptcy complete the program.The main objective of the course is to give the tools for research, analysis and interpretation of rules, in order to develop the ability of textual and systematic investigation, with particular focus to the evolution of legislation, following the changes of the Economic phenomena.To achieve the objectives of the course, the lessons will illustrate the general framework of the disciplines, then show how to update and interpret the regulation, according to the doctrine and the jurisprudence.The course is divided into three parts: The first part focuses on the profiles of the economic undertakings and on the instruments used by the entrepreneur (so called, commercial contracts and debt securities) . The second part of the course is on the insolvency and bankruptcy proceedings The third part of the course is devoted to the analysis of the discipline of partnerships and corporations, with particular regard to recent legislative changes. Assessment: The exam consists of an oral interview in which the student must demonstrate knowledge and understanding of the main topics of Business Law. . The student will have to be able to correctly use the juridical technical vocabulary of the subject. For the purposes of assigning a mark out of thirty, the following evaluation criteria will be taken into account: 1. Project work (2 bonus points). One or more group work is foreseen for the analysis and discussion of jurisprudential cases, also simulating disputes in court or arbitration to test the ability to apply the knowledge acquired and the autonomy of judgment. Group work is assessed and the score achieved remains valid until September 2024 inclusive. 2. Final test (100%). The final exam is oral and assessed as follows: knowledge and understanding of the institutes and the principles of the subject and ability to apply them to concrete cases (70%); ownership of the technical-legal lexicon, ability to consult and evaluate relevant sources, acquisition of the study method (30%). Learning gaps concerning one or more notions or principles will lead to an insufficient evaluation, even in presence of a basic knowledge of the matter. Teaching Methods: The course will consist of both explanatory lectures, which clarify the contents of the recommended textbooks, and single-subject lessons Prerequisites: Private Law Contents: The business enterprise . The enterpreneur. going concern. The brands . Consortia . The discipline of competition . Debt securities . Bank contracts . The bankruptcy proceedings . Partnerships . S.P.A., S.r.l., S.A.P.A. . Cooperatives Reference Texts: Campobasso, G. F. & Campobasso, M. (2022). Manuale di diritto commerciale (Ottava/ a cura di Mario Campobasso ed.). UTET giuridica. Link (https://luiss.alma.exlibrisgroup.com/discovery/openurl?institution=39LLUISSGC_INST𝔯_id=info:sid%2Fsummon&rft_dat=ie%3D2127299710004196,language%3DEN&svc_dat=CTO&u.ignore_date_coverage=true&vid=39LLUISSGC_INST:Services&Force_direct=false) Alternatively Ferri, Giuseppe.; Angelici, Carlo.; Ferri, G. B. (Giovanni B.) 2019. UTET. Link (https://luiss.alma.exlibrisgroup.com/discovery/openurl?institution=39LLUISSGC_INST&vid=39LLUISSGC_INST:Services⟨=it𝔯_id=info:sid%2Fsummon&rft_dat=ie%3D&rft.mms_id=991002866828904196&svc_dat=CTO&u.ignore_date_coverage=true&Force_direct=false) Thesis assignment criteria: Attitude for the legal analysis of economy Extended Program And Reference Reading Material: Week 1: General notion of entrepreneur The legal publicity of commercial enterprises. The accounting records of the enterprise Extended Program And Reference Reading Material: Week 10: M&A. Company convertions. Debts securities. Extended Program And Reference Reading Material: Week 11: Crisis of enterprises: an introduction. Extended Program And Reference Reading Material: Week 12: Specific disciplinary aspects of enterprises' crisis. Extended Program And Reference Reading Material: Week 2: GThe subsidiaries of the entrepreneur. Distinctive signs of the company: the company, the name, the brand. The discipline of competition. Consortia and restrictive agreements Extended Program And Reference Reading Material: Week 3: Business contracts. Partnerships and companies. Extended Program And Reference Reading Material: Week 4: s.s., s.n.c., s.a.s.The corporation S.p.A.: concept and modalities of constitution. Hypothesis of nullity of S.p.A.Allocation of contributions to capital. Capital and assets. Extended Program And Reference Reading Material: Week 5: Shareholdings: administrative and property rights. The corporate bond. The financial instruments. The group of companies. Extended Program And Reference Reading Material: Week 6: Organization and governance in S.p.A. The alternative systems of management and control. The shareholders' meeting. Shareholder’s agreements. Director and Board of directors. Extended Program And Reference Reading Material: Week 7: The internal control. The external controls accounting. Judicial control ex art.2409 cc. The financial statements and the Non-financial statement. Extended Program And Reference Reading Material: Week 8: Amendments to the statute. The right of withdrawal. Increase and reduction of capital. The s.a.p.a. Extended Program And Reference Reading Material: Week 9: S.r.l.: notion, organization and governance. Dissolution and Liquidation of corporations. Intended learning outcomes: - Knowledge and understanding: the student - by studying, participating in the lectures and practical activities of the course - will have a deep knowledge of commercial law. - Applying knowledge and understanding: the student - acquiring the correct tools and method - will be able to interpret commercial law provisions and reason about related topic. - Making judgements: the student, through the use of the methodologies acquired during the course and the participation to the Moot court, will have acquired the ability to argue legally an interpretative thesis, making use of the doctrine and jurisprudence available. - Communication skills: at the end of the course the student will be able to use legal and technical vocabulary of the subject. Learning skills: the knowledge acquired during the course will allow the student to autonomously understand and interpret future issues and problems. The student will develop a solid knowledge of the fundamental aspects of the subject that will allow him to continue to independently deepen the topics studied. Objectives: The business law course covers the study of business firms and of their markets (business firms). The course is mainly dedicated at an in-depth study of business organizations, thus partnerships, companies and cooperatives (business organizations): we will analyze general principles and rules, as well as the law of partnerships, companies (including listed companies) and of non-profit organizations (including cooperatives). Assessment: The final exam consists of an oral interview covering the entire program of the course. However, attending students can take a mid-term test relating to business firms issues (content of weeks 1 to 4), the result of which, if positive, exempt from the correspondent part: in this case the oral exam focuses on company law only (content of weeks 5 to 12). During the oral exam the student must demonstrate that he/she has definitively acquired both the terminology and the contents of business law. For the purposes of assigning a mark out of thirty, the following evaluation criteria are taken into account: 1. Mid-term test, optional (30%) 2. Final test (from 70% to 100%). The final test is oral and assessed as follows: knowledge and understanding of the issues and principles of the subject and ability to apply them to concrete cases (70%); command of the technical-legal vocabulary, ability to consult and evaluate relevant sources, acquisition of the study method (30%). Gaps on one or more issues or principles of the subject matter entails a negative assessment even in the presence of basic knowledge of the subject. Teaching Methods: The chosen teaching method requires the study of textbooks before each class. This permits that classes are interactive, as students will be constantly involved in the discussion. Prerequisites: General knowledge of law, especially private law. Contents: The business firm. The competition and the markets. Business distress and insolvency procedures. Contracts between firms and between firms and consumers. Securities and financial instruments. Business organizations. General principles of company law. Partnerships. Companies. Cooperatives. Dissolution, withdrawal, redemption. Extraordinary operations. Groups. Reference Texts: Business organizations: A. Stagno d’Alcontres, N. de Luca, Manuale delle società, 2nd ed., Giappichelli, Torino, 2023 (mandatory). Business firms: G. Presti, M. Rescigno, Corso di diritto commerciale, Vol. I, Impresa, contratti, titoli di credito, crisi e insolvenza, Zanichelli, Bologna, 2023, 11th ed. (recommended) Instead of Presti-Rescigno, for the study of business firms, students may choose in alternative: G.F. Campobasso, Manuale di diritto commerciale, a cura di M. Campobasso, 8th ed., UTET giuridica, Torino, 2022 (Chapters: 1-9, 27-49); M. Cian (a cura di), Manuale di diritto commerciale, 5th ed., Giappichelli, Torino, 2023 (Sections 1-8). Thesis assignment criteria: Attitude for the legal analysis of economy Extended Program And Reference Reading Material: Week 1: General notion of entrepreneur The legal publicity of commercial enterprises. The accounting records of the enterprise Extended Program And Reference Reading Material: Week 10: M&A. Company convertions. Debts securities. Extended Program And Reference Reading Material: Week 11: Crisis of enterprises: an introduction. Extended Program And Reference Reading Material: Week 12: Specific disciplinary aspects of enterprises' crisis. Extended Program And Reference Reading Material: Week 2: GThe subsidiaries of the entrepreneur. Distinctive signs of the company: the company, the name, the brand. The discipline of competition. Consortia and restrictive agreements Extended Program And Reference Reading Material: Week 3: Business contracts. Partnerships and companies. Extended Program And Reference Reading Material: Week 4: s.s., s.n.c., s.a.s.The corporation S.p.A.: concept and modalities of constitution. Hypothesis of nullity of S.p.A.Allocation of contributions to capital. Capital and assets. Extended Program And Reference Reading Material: Week 5: Shareholdings: administrative and property rights. The corporate bond. The financial instruments. The group of companies. Extended Program And Reference Reading Material: Week 6: Organization and governance in S.p.A. The alternative systems of management and control. The shareholders' meeting. Shareholder’s agreements. Director and Board of directors. Extended Program And Reference Reading Material: Week 7: The internal control. The external controls accounting. Judicial control ex art.2409 cc. The financial statements and the Non-financial statement. Extended Program And Reference Reading Material: Week 8: Amendments to the statute. The right of withdrawal. Increase and reduction of capital. The s.a.p.a. Extended Program And Reference Reading Material: Week 9: S.r.l.: notion, organization and governance. Dissolution and Liquidation of corporations. Intended learning outcomes: - Knowledge and understanding: the student - by studying, participating in the lectures and practical activities of the course - will have a deep knowledge of commercial law. - Applying knowledge and understanding: the student - acquiring the correct tools and method - will be able to interpret commercial law provisions and reason about related topic. - Making judgements: the student, through the use of the methodologies acquired during the course and the participation to the Moot court, will have acquired the ability to argue legally an interpretative thesis, making use of the doctrine and jurisprudence available. - Communication skills: at the end of the course the student will be able to use legal and technical vocabulary of the subject. Learning skills: the knowledge acquired during the course will allow the student to autonomously understand and interpret future issues and problems. The student will develop a solid knowledge of the fundamental aspects of the subject that will allow him to continue to independently deepen the topics studied. Objectives: The business law course covers the study of business firms and of their markets (business firms). The course is mainly dedicated at an in-depth study of business organizations, thus partnerships, companies and cooperatives (business organizations): we will analyze general principles and rules, as well as the law of partnerships, companies (including listed companies) and of non-profit organizations (including cooperatives). Assessment: The final exam consists of an oral interview covering the entire program of the course. However, attending students can take a mid-term test relating to business firms issues (content of weeks 1 to 4), the result of which, if positive, exempt from the correspondent part: in this case the oral exam focuses on company law only (content of weeks 5 to 12). During the oral exam the student must demonstrate that he/she has definitively acquired both the terminology and the contents of business law. For the purposes of assigning a mark out of thirty, the following evaluation criteria are taken into account: 1. Mid-term test, optional (30%) 2. Final test (from 70% to 100%). The final test is oral and assessed as follows: knowledge and understanding of the issues and principles of the subject and ability to apply them to concrete cases (70%); command of the technical-legal vocabulary, ability to consult and evaluate relevant sources, acquisition of the study method (30%). Gaps on one or more issues or principles of the subject matter entails a negative assessment even in the presence of basic knowledge of the subject. Teaching Methods: The chosen teaching method requires the study of textbooks before each class. This permits that classes are interactive, as students will be constantly involved in the discussion. Prerequisites: General knowledge of law, especially private law. Contents: The business firm. The competition and the markets. Business distress and insolvency procedures. Contracts between firms and between firms and consumers. Securities and financial instruments. Business organizations. General principles of company law. Partnerships. Companies. Cooperatives. Dissolution, withdrawal, redemption. Extraordinary operations. Groups. Reference Texts: Business organizations: A. Stagno d’Alcontres, N. de Luca, Manuale delle società, 2nd ed., Giappichelli, Torino, 2023 (mandatory). Business firms: G. Presti, M. Rescigno, Corso di diritto commerciale, Vol. I, Impresa, contratti, titoli di credito, crisi e insolvenza, Zanichelli, Bologna, 2023, 11th ed. (recommended) Instead of Presti-Rescigno, for the study of business firms, students may choose in alternative: G.F. Campobasso, Manuale di diritto commerciale, a cura di M. Campobasso, 8th ed., UTET giuridica, Torino, 2022 (Chapters: 1-9, 27-49); M. Cian (a cura di), Manuale di diritto commerciale, 5th ed., Giappichelli, Torino, 2023 (Sections 1-8). Thesis assignment criteria: Attitude for the legal analysis of economy Extended Program And Reference Reading Material: Week 1: General notion of entrepreneur The legal publicity of commercial enterprises. The accounting records of the enterprise Extended Program And Reference Reading Material: Week 10: M&A. Company convertions. Debts securities. Extended Program And Reference Reading Material: Week 11: Crisis of enterprises: an introduction. Extended Program And Reference Reading Material: Week 12: Specific disciplinary aspects of enterprises' crisis. Extended Program And Reference Reading Material: Week 2: GThe subsidiaries of the entrepreneur. Distinctive signs of the company: the company, the name, the brand. The discipline of competition. Consortia and restrictive agreements Extended Program And Reference Reading Material: Week 3: Business contracts. Partnerships and companies. Extended Program And Reference Reading Material: Week 4: s.s., s.n.c., s.a.s.The corporation S.p.A.: concept and modalities of constitution. Hypothesis of nullity of S.p.A.Allocation of contributions to capital. Capital and assets. Extended Program And Reference Reading Material: Week 5: Shareholdings: administrative and property rights. The corporate bond. The financial instruments. The group of companies. Extended Program And Reference Reading Material: Week 6: Organization and governance in S.p.A. The alternative systems of management and control. The shareholders' meeting. Shareholder’s agreements. Director and Board of directors. Extended Program And Reference Reading Material: Week 7: The internal control. The external controls accounting. Judicial control ex art.2409 cc. The financial statements and the Non-financial statement. Extended Program And Reference Reading Material: Week 8: Amendments to the statute. The right of withdrawal. Increase and reduction of capital. The s.a.p.a. Extended Program And Reference Reading Material: Week 9: S.r.l.: notion, organization and governance. Dissolution and Liquidation of corporations. Intended learning outcomes: - Knowledge and understanding: the student - by studying, participating in the lectures and practical activities of the course - will have a deep knowledge of commercial law. - Applying knowledge and understanding: the student - acquiring the correct tools and method - will be able to interpret commercial law provisions and reason about related topic. - Making judgements: the student, through the use of the methodologies acquired during the course and the participation to the Moot court, will have acquired the ability to argue legally an interpretative thesis, making use of the doctrine and jurisprudence available. - Communication skills: at the end of the course the student will be able to use legal and technical vocabulary of the subject. Learning skills: the knowledge acquired during the course will allow the student to autonomously understand and interpret future issues and problems. The student will develop a solid knowledge of the fundamental aspects of the subject that will allow him to continue to independently deepen the topics studied. Objectives: The aim of the course is to study the main concepts of commercial law (such as business, entrepreneur, going concern and companies) and the corresponding discipline, with detailed and separate attention to the so-called general and special "normative statutes", the main tools that the entrepreneur uses , market relations and legal forms (especially corporate) that can be used for the entrepreneurial conduct of the business. The main aim of the course is to provide the tools for research and analysis of the legal regulations, with particular focus on interpretation's techniques, in order to develop the ability of textual and systematic investigation. In order to achieve the objectives of the course, the lessons will focus on the illustration and critical analysis of the rules of law and the main positions of doctrine and jurisprudence, with the aim of developing an autonomous ability to interpret the rules and research problematic profiles. The course is divided into two parts. The first focuses on the profiles of the business and the tools used for its exercise by the entrepreneur. The second part of the course is dedicated to the analysis of the discipline of partnerships and corporations Assessment: The exam consists of an oral interview in which the student must demonstrate knowledge and understanding of the main topics of Business Law. The student will have to be able to correctly use the juridical technical vocabulary of the subject. For the purposes of assigning a mark out of thirty, the following evaluation criteria will be taken into account: 1. Project work (0-2 bonus point). There are two moot court, which will take place as group work of analysis and discussion of jurisprudential cases. Moot court is assessed and the score achieved remains valid until September 2026 inclusive. The first lesson dedicated to the moot court includes the reading of the outline, the formation of the groups and the examination, by each group, of the questions of fact and law and leads to the presentation of the questions that each of the groups intends to submit to the college. Along with the track, in the first lesson, students are also provided with special "materials": in particular, photocopies of pronunciations and contributions of relevant doctrine on the subject. Students, however, are encouraged to search autonomously, between the first and the second lesson, even further material and not necessarily stop at the one distributed in the classroom. The second lesson is devoted to the discussion, which in turn is held in two stages: initial discussion by each group and, subsequently, replications. At the end of the exposition of each part, in fact, there is a second round of interventions to give the opportunity to each team to counter argue to the observations of the opponents and to respond to the solicitations of the judges. Indeed, the judges can ask questions and moderate the debate. The third lesson consists in the reading of the sentence/award (written) and in its commentary, but it occupies only a very first part of the lesson, which then continues in an ordinary way on new topics. Participation in the moot court and group work is mandatory and, if positively evaluated, will result in the candidate being awarded bonus points (up to a maximum of two) on the final vote. The maximum score - equal to two bonus points - will be awarded to students who, actively participating in the moot court, will stand out in arguing their thesis during the discussion or in the production of the final paper of the exercise; The score of only one bonus point will be assigned to other students who take part in the moot court in an active and profitable way. 2. Final test (100%). The final exam is oral and assessed as follows: knowledge and understanding of the institutes and the principles of the subject and ability to apply them to concrete cases (70%); ownership of the technical-legal lexicon, ability to consult and evaluate relevant sources, acquisition of the study method and the ability to use the hermeneutic method and interpretative canons (30%). Learning gaps concerning one or more notions or principles will lead to an insufficient evaluation, even in presence of a basic knowledge of the matter. Teaching Methods: The course will consist of both explanatory lectures, which clarify the contents of the recommended textbooks, and single-subject lessons, in addition to the study of case studies and the conduct of exercises. The support material, uploaded on the e-learning platform, together with the lectures, will allow students to acquire the hermeneutic method and the correct use of the interpretative canons, which will be explained during the first lesson. The acquisition of this method will be evaluated during the final examination. Prerequisites: Private Law Contents: The entrepreneurial business activity. The "normative statutes" of the entrepreneur. Business names and trademarks. Antitrust law and unfair trade practices. Partnerships, companies and corporations. Reference Texts: - V. Donativi, Corso di diritto commerciale. L'impresa, Utet giuridica, 2025 - V. Donativi, Corso di diritto commerciale. Le società, Utet giuridica, 2024 - Slides and other teaching materials, that expose case studies and doctrinal and jurisprudential insights. For your knowledge, the following arguments will not be in the exam: - European Economic Interest Group; - Consortium of entrepreneurs; - Temporary enterprises association; - Business networks; - European company; - Mutual Company; - "Società tra professionisti (STP)"; - Special operations. The detailed list of paragraphs to be examined will be communicated during the first lesson and through the e-learning platform, in order to facilitate the exact identification by the student. Thesis assignment criteria: Attitude for the legal analysis of economy Extended Program And Reference Reading Material: Week 1: General notion of entrepreneur The legal publicity of commercial enterprises. The accounting records of the enterprise Extended Program And Reference Reading Material: Week 10: M&A. Company convertions. Debts securities. Extended Program And Reference Reading Material: Week 11: Crisis of enterprises: an introduction. Extended Program And Reference Reading Material: Week 12: Specific disciplinary aspects of enterprises' crisis. Extended Program And Reference Reading Material: Week 2: GThe subsidiaries of the entrepreneur. Distinctive signs of the company: the company, the name, the brand. The discipline of competition. Consortia and restrictive agreements Extended Program And Reference Reading Material: Week 3: Business contracts. Partnerships and companies. Extended Program And Reference Reading Material: Week 4: s.s., s.n.c., s.a.s.The corporation S.p.A.: concept and modalities of constitution. Hypothesis of nullity of S.p.A.Allocation of contributions to capital. Capital and assets. Extended Program And Reference Reading Material: Week 5: Shareholdings: administrative and property rights. The corporate bond. The financial instruments. The group of companies. Extended Program And Reference Reading Material: Week 6: Organization and governance in S.p.A. The alternative systems of management and control. The shareholders' meeting. Shareholder’s agreements. Director and Board of directors. Extended Program And Reference Reading Material: Week 7: The internal control. The external controls accounting. Judicial control ex art.2409 cc. The financial statements and the Non-financial statement. Extended Program And Reference Reading Material: Week 8: Amendments to the statute. The right of withdrawal. Increase and reduction of capital. The s.a.p.a. Extended Program And Reference Reading Material: Week 9: S.r.l.: notion, organization and governance. Dissolution and Liquidation of corporations. Intended learning outcomes: - Knowledge and understanding: the student - by studying, participating in the lectures and practical activities of the course - will have a deep knowledge of commercial law. - Applying knowledge and understanding: the student - acquiring the correct tools and method - will be able to interpret commercial law provisions and reason about related topic. - Making judgements: the student, through the use of the methodologies acquired during the course and the participation to the Moot court, will have acquired the ability to argue legally an interpretative thesis, making use of the doctrine and jurisprudence available. - Communication skills: at the end of the course the student will be able to use legal and technical vocabulary of the subject. Learning skills: the knowledge acquired during the course will allow the student to autonomously understand and interpret future issues and problems. The student will develop a solid knowledge of the fundamental aspects of the subject that will allow him to continue to independently deepen the topics studied. Objectives: The course is aimed at investigating the main topics of the entrepreneur’s discipline, with particular focus to the rules of business activities and to the discipline of corporations. Essential rules of the crisis and bankruptcy complete the program.The main objective of the course is to give the tools for research, analysis and interpretation of rules, in order to develop the ability of textual and systematic investigation, with particular focus to the evolution of legislation, following the changes of the Economic phenomena.To achieve the objectives of the course, the lessons will illustrate the general framework of the disciplines, then show how to update and interpret the regulation, according to the doctrine and the jurisprudence.The course is divided into three parts: The first part focuses on the profiles of the economic undertakings and on the instruments used by the entrepreneur (so called, commercial contracts and debt securities) . The second part of the cuses on the insolvency and bankruptcy proceedings The third part of the course is devoted to the analysis of the discipline of partnerships and corporations, with particular regard to recent legislative changes . Assessment: The exam consists of an oral interview in which the student must demonstrate that they know e understand the main topics indicated in the modules of the teaching program. The student must be able to analyze the discipline and the institutes independently and with a critical spirit subject of the course, correctly using the legal language of the subject, demonstrating that they have achieved the study method and an adequate ability to reasoning and learning necessary to continue also independently an in-depth study of the subject. For the purposes of assigning a vote out of thirty, it is taken into account of the following evaluation criteria: 1. Project work (0-2 bonus points). One or more analysis group works are foreseen e discussion of jurisprudential cases, also simulating disputes in court o arbitration to test the ability to apply the knowledge acquired and the autonomy of judgement. Group work is assessed and the score obtained remains valid until JUNE 2025. 2. Mid term test; 3. Final test (100%). The final exam is oral and assessed as follows: knowledge e understanding of the institutions and principles of the subject and ability to apply them to cases concrete (70%); properties of the technical-legal language, ability to consult and evaluate relevant sources, acquisition of the study method (30%). The presence of gaps on one or more institutes or principles involves an evaluation insufficient even in the presence of a basic knowledge of the subject. Teaching Methods: The Lectures will be characterized by an in-depth study of the topics indicated in the course content and for the use of references to acts and concrete cases. They are carried out exercises and simulations of cases. Prerequisites: Private Law Contents: The business enterprise . The enterpreneur. going concern. The brands . Consortia . The discipline of competition . Debt securities . Bank contracts . The bankruptcy proceedings . Partnerships . S.P.A., S.r.l., S.A.P.A. . Cooperatives Reference Texts: Campobasso, G. F., Campobasso, G. F., Campobasso, M., & Campobasso, M. (2022). Manuale di diritto commerciale (Settima / a cura di Mario Campobasso ed.). UTET giuridica. Link (https://luiss.alma.exlibrisgroup.com/discovery/openurl?institution=39LLUISSGC_INST𝔯_id=info:sid%2Fsummon&rft_dat=ie%3D2127299710004196,language%3DEN&svc_dat=CTO&u.ignore_date_coverage=true&vid=39LLUISSGC_INST:Services&Force_direct=false) Alternatively Ferri, Giuseppe.; Angelici, Carlo.; Ferri, G. B. (Giovanni B.) 2023, UTET. Link (https://luiss.alma.exlibrisgroup.com/discovery/openurl?institution=39LLUISSGC_INST&vid=39LLUISSGC_INST:Services⟨=it𝔯_id=info:sid%2Fsummon&rft_dat=ie%3D&rft.mms_id=991002866828904196&svc_dat=CTO&u.ignore_date_coverage=true&Force_direct=false) Thesis assignment criteria: Attitude for the legal analysis of economy Extended Program And Reference Reading Material: Week 1: General notion of entrepreneur The legal publicity of commercial enterprises. The accounting records of the enterprise Extended Program And Reference Reading Material: Week 10: M&A. Company convertions. Debts securities. Extended Program And Reference Reading Material: Week 11: Crisis of enterprises: an introduction. Extended Program And Reference Reading Material: Week 12: Specific disciplinary aspects of enterprises' crisis. Extended Program And Reference Reading Material: Week 2: GThe subsidiaries of the entrepreneur. Distinctive signs of the company: the company, the name, the brand. The discipline of competition. Consortia and restrictive agreements Extended Program And Reference Reading Material: Week 3: Business contracts. Partnerships and companies. Extended Program And Reference Reading Material: Week 4: s.s., s.n.c., s.a.s.The corporation S.p.A.: concept and modalities of constitution. Hypothesis of nullity of S.p.A.Allocation of contributions to capital. Capital and assets. Extended Program And Reference Reading Material: Week 5: Shareholdings: administrative and property rights. The corporate bond. The financial instruments. The group of companies. Extended Program And Reference Reading Material: Week 6: Organization and governance in S.p.A. The alternative systems of management and control. The shareholders' meeting. Shareholder’s agreements. Director and Board of directors. Extended Program And Reference Reading Material: Week 7: The internal control. The external controls accounting. Judicial control ex art.2409 cc. The financial statements and the Non-financial statement. Extended Program And Reference Reading Material: Week 8: Amendments to the statute. The right of withdrawal. Increase and reduction of capital. The s.a.p.a. Extended Program And Reference Reading Material: Week 9: S.r.l.: notion, organization and governance. Dissolution and Liquidation of corporations. Intended learning outcomes: - Knowledge and understanding: the student - by studying, participating in the lectures and practical activities of the course - will have a deep knowledge of commercial law. - Applying knowledge and understanding: the student - acquiring the correct tools and method - will be able to interpret commercial law provisions and reason about related topic. - Making judgements: the student, through the use of the methodologies acquired during the course and the participation to the Moot court, will have acquired the ability to argue legally an interpretative thesis, making use of the doctrine and jurisprudence available. - Communication skills: at the end of the course the student will be able to use legal and technical vocabulary of the subject. Learning skills: the knowledge acquired during the course will allow the student to autonomously understand and interpret future issues and problems. The student will develop a solid knowledge of the fundamental aspects of the subject that will allow him to continue to independently deepen the topics studied.