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

Commercial Law
Aim of the course
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).
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.