Student guide Faculty of Law A.Y. 2008/09

Commercial Law I/II
Aim of the course
The course is divided into two parts:
- 1st semester: Commercial Law I
- 2nd semester: Commercial Law II 
The course will focus on the law of businesses in their various forms and sizes, from the one-man firm to companies with diffuse share ownership. After a brief presentation of the economic and constitutional context, the different forms of businesses will be examined, with special reference to commercial companies. Study of the status of commercial business owners will be followed by analysis of the various forms of companies and partnerships, which will constitute the main part of the course.
Lectures may also be based on additional materials (which will be made available on the Faculty website if necessary).
The course will deal with some aspects of the law relating to companies and partnerships (especially companies) which are particularly significant from both the theoretical and the practical standpoints. Institutional knowledge of commercial law is a pre-requisite for participation.
Lectures may also be based on additional materials (which will be made available on the Faculty website if necessary).
<!--[if !supportlists]-->1.    Introduction. Commercial Law. General principles. Historical development. EU and constitutional framework. Methodological aspects (Jaeger, Denozza and Toffoletto - “JDT”, Introduction)
2.       The concept of business owner: basic elements and difference from similar concepts. Unlawful businesses. Undisclosed business owners. Start and end of business. (JDT, paras. 1-11)
3.       Categories of business owner. Third-sector undertaking. Agricultural business. The small business owner. The cottage industry. Public undertakings and privatisation. (JDT, paras. 12-22)
4.       Status of business owners. Status of commercial business owners: the Companies Registry; books of account; agency: agents, power of attorney holders and sales representatives. The firm. Concept of transfer and applicable legislation (JDT, paras. 23-37)
5.       Companies and partnerships The partnership agreement: basic elements and difference from similar concepts. (JDT, paras. 38-47)
6.       General company and partnership law problems. Subjectivity and legal personality. Ownership of assets by the business and function of capital. Types of company and partnership. De facto and apparent companies and partnerships. (JDT, paras. 48-59)
7.       The società semplice (non-business partnership). general characteristics. Company/partnership agreements and their amendments. Rights of members/partners. Administration. Powers of members/partners who are not directors. Representation. Liability for obligations of company/partnership. Private creditors of members/partners. (JDT, paras. 60-73)
8.       The società semplice: dissolution of partnership limited to one partner. Winding-up and liquidation. (JDT, paras. 74-83)
9.       The società in nome collettivo (general partnership). The società in accomandita semplice (limited partnership). (JDT, paras. 84-99)
10.   Companies. The società per azioni (public limited company). Concept. Development of the legislation. Characteristic features and conflicts of interest. (JDT, paras. 100-112)
11.   Incorporation. Memorandum of association and shareholders’ agreements. Process of incorporation and nullity. Contributions to capital: types and applicable legislation. Ancillary services. Defaulting members. (JDT, paras. 113-123)
12.   Shares: general characteristics and legal nature. Circulation system and limits. Shareholders’ rights. Shares: categories. Bonds: nature, and limits on issue. (JDT, paras. 124-134)
13.   Loans to companies. The different categories of shares. Bonds. Convertible bonds. Participatory financial instruments. Dedicated assets. (JDT, paras. 135-147)
1.       Own shares. Mutual shareholdings. Groups: concept and problems. Management and coordination of company. Responsibilities of parent company, and compensating advantages. Single shareholder (JDT, paras. 148-158)
2.       The General Meeting: powers. Invalidity of General Meeting resolutions. Shareholder’s conflict of interest and abuse of majority position. (JDT, paras. 159-169)
3.       The General Meeting: types and operation. Procedure of General Meeting. Shareholders’ agreements and concert parties. (JDT, paras. 170-177)
4.       Directors: appointment, dismissal, and structure of Board. Representation (JDT, paras. 178-189)
5.       Directors’ liability. Alternative systems of administration. (JDT, paras. 190-202)
6.       Controls. Types. Board of Internal Auditors. Controlling bodies in alternative systems. Audits. External audits. (JDT, paras. 203-211)
7.       The legislation governing listed companies. Solicitation of investments. Takeover bids. Company information. Proxy votes. Administration and controls. (JDT, paras. 212-224)
8.       Annual accounts. Contents and applicable legislation. General Meeting called to approve the annual accounts, and invalidity of accounts. Consolidated accounts. (JDT, paras. 225-239)
9.       Amendments to Articles of Association. Withdrawal. Operations performed on capital. (JDT, paras. 240-252)
10.   The società in accomandita per azioni (partnership limited by shares). The European company. (JDT, paras. 253-261)
11.   The società a responsabilità limitata (private limited company). (JDT, paras. 262-270)
12.   Winding-up and liquidation of companies. Conversion, merger and demerger (JDT, paras. 271-288)
13.   Cooperative companies. Cooperative groups. (JDT, paras. 289-294)
An oral exam will be held, which will be based on the textbook listed below and supplementary materials provided during the course. Students who attend lectures of the Long-Cycle Degree Course will take an intermediate exam at the end of the first semester.
Students who switch from first- and second-level degree courses to the long-cycle degree course and have already taken the Commercial Law exam but not the Commercial Law introductory course must take a supplementary oral exam, based on the Commercial Law II syllabus covered in the second semester, to obtain the additional 5 credits required.
Reading list
The textbook is Jaeger, P.G., Denozza F., Toffoletto, A., Appunti di diritto commerciale. Impresa e società, 6th ed., Giuffrè, Milan, 2006.
Students are required to be familiar with the applicable provisions of the Civil Code, in an edition updated to at least 2007.
Students who wish to analyse one or more company law subjects in depth (paragraphs 5-13 of the first semester syllabus and 1-13 of the second semester syllabus) are also advised to study:
- Sundry authors, Diritto delle società: manuale breve, 3rd ed., Giuffré, Milan, 2006;
- Associazione Disiano Preite, Il diritto delle società, 2nd ed., Il Mulino, Bologna, 2006.