COMMERCIAL LAW M - Z

knowledge and comprehension

Commercial law is made up of a well-structured and organic legal system, within private law, regulating business enterprises’ activities. Such a legal system regards organizational features within the business enterprise and features regarding the external activities. The course aims at providing the students with a complete knowledge at a basic level over commercial law system.

ability to put in practice knowledge and comprehension

The knowledge acquired would enable the student with practical skills of the notions and concepts learnt besides with comprehension and skills sufficient to solve practical issues. The knowledge acquired would also provide students with the ability to communicate clearly and without ambiguity over their conclusions, notions and ratio of regulations, to specialist and non specialist persons. Moreover the course aims at developing the individual learning ability of students enabling them to continue studying and analyzing with a certain degree of autonomy.

Frontal lessons. Should teachingbe carried out in mixed mode or remotely, it may be necessary to introduce changes with respect to previous statements, in line with the programme planned and outlined in the syllabus.

The subject-matter of commercial law. Law sources. The enterpreneur. Entrepeneur’s auxiliars. Company and social enterprise. Family-owned enterprise. Professional corporation. Profit-sharing agreement. Ordinary partnership. General partnership. Special partnership with active and sleeping partners. Company limited by shares. Pubblic limited company/listed companies. Private limited company. Limited partnership with a share capital. Transformation. Merger Spin-off/division. National and international companies. Cooperative companies. Consignment contract. Supply contract. Procurement contract. Computer supply contract and supply of computing services. Contract of carriage. Travel contract. Storage in hotel agreement and general warehouse contract. Temporary joint venture. Trustee contract. Shipping contract). Licence agreement. Franchising agreement. Agency agreement. Brokerage agreement. Subcontracting agreement. European economic interest grouping. Supply of goods and services to consumers. Insurance contract. Banking and financial contracts. Investments contract and financial market. Financial instruments and products, transfereable securities. Investment transactions in financial securities. Collective investment undertakings. Investment services on financial instruments. Stock exchange contracts. Aggregated/centralised financial instrument management.

Debt securities/negotiable instruments. General characteristics. Bill of exchange. Bank cheque. Cashier's cheque. Other debt instruments. Insolvency procedures. Bankruptcy. Bankruptcy declaration. Bodies involved in the bankruptcy. The acquiring of bankruptcy assets. Administrative expenditures. Business continuity. The effects of bankruptcy. Winding-up and distribution of assets. Companies’ bankruptcy. Compulsory winding-up. The extraordinary management of large-scale undertakings in a state of insolvency. Composition with creditors and restructuring agreements.

RECOMMENDED BOOKS

JAEGER – DENOZZA - TOFFOLETTO, Appunti di diritto commerciale: impresa e società, 8ª ed., Giuffré, Milano 2019: pp. 1-764

AND

AULETTA - SALANITRO-MIRONE, Diritto commerciale, 20ª ed., Giuffré, Milano, 2015, § 21-24 and § 151-till the end, except §§ 191-200

OR

CAMPOBASSO Diritto commerciale, II, Diritto delle società, last ed., Utet, Torino, 2020

AND

AULETTA - SALANITRO -MIRONE, Diritto commerciale, 20ª ed., Giuffré, Milano 2015, § 6-24; §§ 42-44; § 151-till the end, except §§ 191-200

N.B. Starting from the exam session of June 2020, students will have to study, in addition to the ordinary program on insolvency procedures, the novelties introduced by the new Code of crisis and insolvency in the MANUAL OF COMMERCIAL LAW, edited by Marco Cian, III ediz. 2019, pp. from 2833 to 306.