Student guide Faculty of Economics A.Y. 2010/11

Commercial Law
Lesson timetable, Notice board, Additional material
Aim of the course
Students will acquire a comprehensive grounding in the elements of commercial law, with anemphasis on the principal subjects to which it applies: business enterprises and companies. The legal system will be analysed with particularattention to theunderlying economic aspects, to givea better understanding of the statutes and rules. After illustrating the main aspects of the operations and activities of companies and firms,business failure situations will be briefly described withan overview of the main insolvency proceedings.
 
The final part of the course is devoted to animportant topic forany businessactivity: the regulation of financial markets, and in particular of the stock exchange. Understanding the basic ideas of these sectors is considered essential for confronting the legal problems which can arise during the day-to-day runningof a company (and also completes the knowledge acquired in the Elements of Private Law course).
Syllabus
1.    The entrepreneur: definitions, characteristics, distinction between related figures.
2.    Categories of entrepreneurs.
3.     Regulation of entrepreneurs. The register of companies and bookkeeping entries. Partnerships.
4.     The partnership contract: qualifications and requirements.
5.    General problems. Legal capacityand personality. Separation of assets. The principle of "sufficient certainty".
6.    Simple partnerships. Organisation, rights of partners, relations with third parties, liability.
7.    Dissolution and liquidation.
8.    General partnerships and limited partnerships. Characteristics. Corporations.
9.    The reform of corporations.
10.   Public limited companies. Incorporation, shares and participating securities.
11.   Public limited companies. Governancebodies.
12.   Public limited companies. Assets and financial statements.
13.   Public limited companies. Amendments to the memorandum of association.
14.   Public limited companies. Allocated capital.
15.   Private limited companies. General provisions and incorporation.
16.   Private limited companies. Capital contributions and stake holdings. Financing of the partners.
17.   Private limited companies. Administration and control.
18.   Private limited companies. Meetings and decisions of the partners.
19.   Privatelimited companies. Amendments to the memorandum of association.
20.   Private limited companies. Issuing of bonds.
21.   Partnerships limited by shares.
22.   Dissolution and liquidation.
23.   Cooperatives.
24.   Company dynamics. Transformations, mergers, demergers.
25.   Insolvency proceedings. Subjective and objective premises.
26.   Insolvency proceedings. Functional profiles.
27.  The Consolidation Act on financial intermediation (D.Lgs. 58/98):
 
Regulation of intermediaries (Part II)
Title I:    General provisions
                 - Surveillance
Title II: Investment services
                 - Subjects and authorisation (SIM – securities firms) (Heading I)
                 - Performance of the services (Heading II)
Title III: Collective savings management
                 - Authorised subjects (Heading I)
                 - Investment funds (Heading II)
                 - SICAVs (Heading III)
Title IV: Injunctive measuresand insolvency
                 Regulationof insolvency (Heading II)
 
Regulation of the markets and centralised management of financial instruments (Part III)
Title I: Regulation of the markets
                - Regulated markets (Heading I)
                 - Unregulated markets (Heading II)
Title II: Centralised management of financial instruments
 
Regulation of issuers (Part IV)
Title I: General provisions
Title II: Public offerings
                 - Invitation to invest (Heading I)
                 - Public share offer (OPA) – offer for subscription(OPS) (Heading II)
Title III: Issuers
                 - Company information (Heading I)
                 - Regulation of listed companies (Heading II)
Examinations
There will be an exam, consisting of a written and an oral test, at the end of the course. Students must pass the written test in order to gain admittance to the oral, and the final result will take into account the results of both.
During the course there will be two written progress tests which students must pass to qualify to sit the oral exam.
Reading list
1. One textbook chosen from the following:
Abriani, Calvosa, Ferri, Giannelli, Guerrera, Guizzi, Notari, Paciello, Rescio, Rosapepe, Stella Richter, Toffoletto; pref. Libonati, Diritto delle società di capitali (manuale breve), Giuffrè, Milano, latest available edition

Allegri, Cerrai, D’Alessandro, Fortunato, Grippo, Maffei Alberti, Mangini, Partesotti, Piras, Volpe Putzolu, Zanarone, Diritto commerciale, Monduzzi, Bologna, latest available edition.

Students who opt for the volume published by Giuffrè will have to integrate the text with the part of the course programme devoted to financial markets.
 
2. Grippo, G.(a cura di), La riforma delle società, collana Economia e Finanze, ETI-De Agostini professionale, latest available edition.