BUSINESS LAW
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II semester |
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Dr. Nadia Zorzi |
6 hours/week |
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10 weeks |
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assessment examination: |
written and oral |
credits: 10 |
PREREQUISITES:
To attend the course students must have passed the
exam of Institutions of private law.
PROGRAMME:
The course is divided in two parts, each one of 30
teaching hours. The first one deals with business law, both in the national and
in the EC system while the second one deals with partnership and company law.
Syllabus:
Business law:
- Categories of entrepreneurs.
- Beginning and termination of economic activities.
- Apparent and hidden entrepreneur;
disqualification.
- Publicity
- Records.
- Commercial agency.
- Firm and its transfer.
- Trademarks, patents.
- The course will analyse in detail the public
company.
Partnership:
- Companies, company association and joint
ownership.
- Profit-making and no-profit purpose.
- General distinctions concerning companies.
- Partnership and rules common to other typologies
of firms.
- General partnership and limited company.
- Invalidity of participation and of the articles
of association.
- Special kinds of dissolution of the partnership.
- Dissolution, winding-up and extinction of
partnership.
Companies:
- Misuse of
legal personality.
- Limited company. Establishment. Contributions.
Meeting. Administration.
- Supervision: board of auditors, auditing
companies, Consob, judicial control.
- Financing. Budget.
- Amendment of the charter.
- Dissolution.
Liquidation.
- Transformation and merger.
PURPOSE
OF THE COURSE:
The course aims at illustrating the contents of the
subjects analysed, focusing on the most interesting topics and paying attention
to the most discussed problems which arise from a critical analysis of case law
and legal doctrine. The course equips the students with tools for understanding
business law in a global, institutional perspective. It will also analyse the
different kinds of legal reasoning.
COURSE
STRUCTURE:
Each subject will be discussed on the basis of both
statute law and legal doctrine. The last lecture of each week will have a
case-law approach, focusing on cases, mainly of the Corte di Cassazione,
emphasising its rationes decidendi and obiter dicta (indications will be
provided during the previous week). Active attendance is in any case suggested.
In the part of the course devoted to companies
students can take part to integrative exercises hold by several lecturers (6
cycles of 2 hours each weekly), which require active attendance through the analysis
of cases. Students can also write a paper on a topic selected from the
lectures.
As an alternative to the integrative exercises,
student may take part to one or both of two 10-hour seminars on topics of
relevant practical and historical interest.
ASSESSMENT
EXAMINATION:
Students will take an oral examination. Students
that attended seminars or integrative practices will profit of specific
assessment methods.
A final oral exam for attending students will take
place at the end of the whole course.
SUGGESTED READINGS:
F. GALGANO, Diritto commerciale.
L'imprenditore (except contracts and bankruptcy), Zanichelli, Bologna,
(last edition)
F. GALGANO, Diritto commerciale. Le società,
Zanichelli, Bologna, (last edition).
or alternatively:
AA.VV; Diritto commerciale, Monduzzi ed. Bologna (last edition)
Any further bibliographical references on specific
topics will be provided during the course.
