Giuseppe FAUCEGLIA | Commercial Law

cod. 0212700007

COMMERCIAL LAW

	0212700007
	DIPARTIMENTO DI SCIENZE AZIENDALI - MANAGEMENT & INNOVATION SYSTEMS
	EQF6
	BUSINESS MANAGEMENT
	2020/2021

CURRICULUM BUSINESS MANAGEMENT

	OBBLIGATORIO
	YEAR OF COURSE 2
	YEAR OF DIDACTIC SYSTEM 2014
	SECONDO SEMESTRE

TEACHING UNITS

	SSD	CFU	HOURS	ACTIVITY	TYPE OF ACTIVITY
	IUS/04	10	60	LESSONS	COMPULSORY SUBJECTS, CHARACTERISTIC OF THE CLASS

PROFESSORS

	GIUSEPPE FAUCEGLIA T Curriculum
	FILIPPO MURINO Curriculum

	Objectives
	LESSONS ARE AIMED AT GIVING STUDENTS THE NECESSARY TOOLS TO 1) UNDERSTAND THE GENERAL PRINCIPLES OF COMMERCIAL LAW; 2) CONSULT AND INTERPRET LEGISLATIVE TEXTS AND JURISPRUDENCE PAYING ATTENTION TO THE CONSTITUTIONAL PRINCIPLES AND THE ITALY-EU SYSTEM OF SOURCES TOO. KNOWLEDGE AND UNDERSTANDING CLASSES ARE INTENDED TO ENABLE STUDENTS TO GAIN: - KNOWLEDGE OF SOURCES, OF THE CONCEPT AND OF THE GENERAL PRINCIPLES OF THE LEGAL SYSTEM OF COMMERCIAL LAW; - ABILITY TO UNDERSTAND AND ANALYSE THE GENERAL PRINCIPLES OF COMMERCIAL LAW. ABILITY TO APPLY KNOWLEDGE AND UNDERSTANDING CLASSES ARE ALSO INTENDED TO PROVIDE STUDENTS: -THE ABILITY OF CONSULTING A LEGISLATIVE TEXTS AND JURISPRUDENCE AND EXTRACT THE NECESSARY INFORMATION TO ADVICE ON COUNSELLING; TO ANALYSE THE IMPLICATIONS OF THE GUIDELINES OF COMMERCIAL LAW ON THE BEHAVIOUR OF THE SUBJECTS ACTING IN THE LEGAL SYSTEM; -AUTONOMOUS ASSESSMENTS, COMMUNICATION SKILLS AND ABILITY TO LEARN HOW TO SOLVE PROBLEMS AND ISSUES OF COMMERCIAL LAW IN A BROADER CONTEXT RELATED TO THE FIELD OF LEGAL AND ECONOMIC STUDIES.

LESSONS ARE AIMED AT GIVING STUDENTS THE NECESSARY TOOLS TO 1) UNDERSTAND THE GENERAL PRINCIPLES OF COMMERCIAL LAW; 2) CONSULT AND INTERPRET LEGISLATIVE TEXTS AND JURISPRUDENCE PAYING ATTENTION TO THE CONSTITUTIONAL PRINCIPLES AND THE ITALY-EU SYSTEM OF SOURCES TOO.
KNOWLEDGE AND UNDERSTANDING
CLASSES ARE INTENDED TO ENABLE STUDENTS TO GAIN:
- KNOWLEDGE OF SOURCES, OF THE CONCEPT AND OF THE GENERAL PRINCIPLES OF THE LEGAL SYSTEM OF COMMERCIAL LAW;
- ABILITY TO UNDERSTAND AND ANALYSE THE GENERAL PRINCIPLES OF COMMERCIAL LAW.
ABILITY TO APPLY KNOWLEDGE AND UNDERSTANDING
CLASSES ARE ALSO INTENDED TO PROVIDE STUDENTS:
-THE ABILITY OF CONSULTING A LEGISLATIVE TEXTS AND JURISPRUDENCE AND EXTRACT THE NECESSARY INFORMATION TO ADVICE ON COUNSELLING; TO ANALYSE THE IMPLICATIONS OF THE GUIDELINES OF COMMERCIAL LAW ON THE BEHAVIOUR OF THE SUBJECTS ACTING IN THE LEGAL SYSTEM;
-AUTONOMOUS ASSESSMENTS, COMMUNICATION SKILLS AND ABILITY TO LEARN HOW TO SOLVE PROBLEMS AND ISSUES OF COMMERCIAL LAW IN A BROADER CONTEXT RELATED TO THE FIELD OF LEGAL AND ECONOMIC STUDIES.

	Prerequisites
	THE STUDENT MUST HAVE PASSED THE PRINCIPLES OF PRIVATE LAW EXAM BEFORE ATTENDING THE COMPANY LAW EXAM.

	Contents
	-THE ENTREPRENEUR: FREEDOM OF PRIVATE ECONOMIC ACTION; CONCEPT, CATEGORIES, RULES. THE ENTREPRENEUR COLLABORATORS. HALL MARKS AND COMPETITION. PUBLICITY AND ACCOUNTING ENTRIES. CONSORTIA (12 H LESSON) -PARTNERSHIPS. NON-BUSINESS ASSOCIATION. PARTNERSHIP. LIMITED PARTNERSHIP (12 H LESSON) -BUSINESS CORPORATIONS. JOINT STOCK COMPANIES. LIMITED JOINT STOCK PARTNERSHIPS. LIMITED LIABILITY COMPANIES (26 H LESSON). -COMPANY GROUPS (1 H LESSON). -CO-OPERATIVE COMPANIES (1 H LESSON). -MERGERS AND ACQUISITIONS (2 H LESSON). -DEBT SECURITIES (2 H LESSON). -BUSINESS CONTRACTS (2 H LESSON). -INSOLVENCY PROCEEDINGS: GENERAL OUTLINES (2 H LESSON)

Contents

-THE ENTREPRENEUR: FREEDOM OF PRIVATE ECONOMIC ACTION; CONCEPT, CATEGORIES, RULES. THE ENTREPRENEUR COLLABORATORS. HALL MARKS AND COMPETITION. PUBLICITY AND ACCOUNTING ENTRIES. CONSORTIA (12 H LESSON)
-PARTNERSHIPS. NON-BUSINESS ASSOCIATION. PARTNERSHIP. LIMITED PARTNERSHIP (12 H LESSON)
-BUSINESS CORPORATIONS. JOINT STOCK COMPANIES. LIMITED JOINT STOCK PARTNERSHIPS. LIMITED LIABILITY COMPANIES (26 H LESSON).
-COMPANY GROUPS (1 H LESSON).
-CO-OPERATIVE COMPANIES (1 H LESSON).
-MERGERS AND ACQUISITIONS (2 H LESSON).
-DEBT SECURITIES (2 H LESSON).
-BUSINESS CONTRACTS (2 H LESSON).
-INSOLVENCY PROCEEDINGS: GENERAL OUTLINES (2 H LESSON)

	Teaching Methods
	LESSONS ARE CARRIED OUT IN THE SECOND SEMESTER OF THE SECOND YEAR OF CLASS, FOR A TOTAL OF 60 HOURS. CLASS ATTENDANCE IS NOT COMPULSORY. THERE WILL BE FRONTAL LESSONS, AS WELL AS EXERCISES AND SEMINARS HELD BY EXPERTS IN ORDER TO EXAMINE CASE-STUDIES.

	Verification of learning
	THE FINAL TEST CONSISTS OF AN ORAL EXAM IN ORDER TO VERIFY LEARNING IN A DOUBLE PERSPECTIVE: THEORETICAL AND PRATICAL. THEORETICALLY, THE STUDENT HAS TO PROVE TO KNOW THE CONTENTS OF THE COURSE WITH PARTICULAR REFERENCE TO THE DISCIPLINE AND THE SOURCES OF COMMERCIAL LAW, ENTERPRISE, COMPANY LAW, INSOLVENCY PROCEEDINGS, DEBT SECURITIES AND BUSINESS CONTRACTS, EXPOSING AT GREATER LENGHT AND IN AN EXHAUSTIVE WAY ON SPECIFIC SUBJECTS, - COMMUNICATING WITH AN APPROPRIATE LANGUAGE, WITH INTERLOCUTORS SPECIALISED AND NOT SPECIALISED, THE KNOWLEDGE ACQUIRED ON THE SUBJECT AND THE REASONING BEHIND THE REGULATORY PROVISIONS; SYSTEMATICALLY LINKING THE INSTITUTIONS COVERED BY THE DISCIPLINE. AS FAR AS THE PRACTICAL SIDE IS CONCERNED, THE STUDENT HAS ALSO TO DEMONSTRATE, WITH REGARD TO THE LEGAL CASES PROPOSED DURING THE TEST, TO KNOW HOW TO CONSULT THE NORMATIVE REFERENCE AND EXTRACT THE INFORMATION REQUIRED FOR GIVING AN OPINION; TO KNOW HOW TO COME UP WITH SOLUTIONS; TO KNOW HOW TO KEEP ON STUDYING THE SUBJECT AUTONOMOUSLY. THE FINAL MARK IS GIVEN IN THIRTIETHS AND IS OBTAINED AS THE AVERAGE OF THE EVALUATIONS GAINED ON THE TWO THEORETICAL AND PRACTICAL LEVEL. THE MINIMUM EVALUATION POINT (18) IS ASSIGNED WHEN THE STUDENT HAS A FRAGMENTARY KNOWLEDGE OF THE THEORETICAL CONTENTS OR TURNS OUT TO HAVE A LIMITED ABILITY OF LINKING LEGISLATIVE REFERENCES TO THE CONTEXT OF STUDY. THE MAXIMUM LEVEL (30) IS ASSIGNED WHEN THE STUDENT DEMONSTRATES A DEEP AND THOROUGH KNOWLEDGE OF THE THEORETICAL CONTENT OR SHOWS REMARKABLE SKILLS IN CONNECTING THE LEGISLATIVE REFERENCES WITH THE CONTEXT OF STUDY. HONOURS ARE GRANTED WHEN THE CANDIDATE AN EXCELLENT GRASP OF THE THEORETICAL AND OPERATIONAL ISSUES AND SHOWS HOW TO DISPLAY THE TOPICS WITH SIGNIFICANT PROFICIENCY IN LANGAUGE AND AUTONOMOUS PROCESSING SKILLS EVEN IN FIELDS NOT COMPLYING WITH THOSE PROPOSED BY THE TEACHER. STUDENTS ATTENDING CLASSES CAN TAKE PART TO SOME MIDTERM EXAMINATIONS CONSISTING IN WRITTEN OR ORAL TESTS. THESE OPPORTUNITIES ARE DEVELOPED TO ANALYZE, AND WHERE APPROPRIATE CORRECT, THE STUDENT'S METHOD OF STUDYING IN ORDER TO ENSURE THE GROWTH OF CRITICAL SKILLS ON THE ISSUES INVESTIGATED DURING THE COURSE. VERIFICATIONS ARE OPTIONAL AND NOT BINDING FOR THE FINAL EXAM; THEY DEPEND ON ORGANISATIONAL FACTORS AND ON THE INTEREST SHOWN BY COURSE STUDENTS. THE NUMBER AND CHARACTERISTICS OF THESE VERIFICATIONS WILL BE DETERMINED DURING THE COURSE.

Verification of learning

THE FINAL TEST CONSISTS OF AN ORAL EXAM IN ORDER TO VERIFY LEARNING IN A DOUBLE PERSPECTIVE: THEORETICAL AND PRATICAL.
THEORETICALLY, THE STUDENT HAS TO PROVE TO KNOW THE CONTENTS OF THE COURSE WITH PARTICULAR REFERENCE TO THE DISCIPLINE AND THE SOURCES OF COMMERCIAL LAW, ENTERPRISE, COMPANY LAW, INSOLVENCY PROCEEDINGS, DEBT SECURITIES AND BUSINESS CONTRACTS, EXPOSING AT GREATER LENGHT AND IN AN EXHAUSTIVE WAY ON SPECIFIC SUBJECTS, - COMMUNICATING WITH AN APPROPRIATE LANGUAGE, WITH INTERLOCUTORS SPECIALISED AND NOT SPECIALISED, THE KNOWLEDGE ACQUIRED ON THE SUBJECT AND THE REASONING BEHIND THE REGULATORY PROVISIONS; SYSTEMATICALLY LINKING THE INSTITUTIONS COVERED BY THE DISCIPLINE.
AS FAR AS THE PRACTICAL SIDE IS CONCERNED, THE STUDENT HAS ALSO TO DEMONSTRATE, WITH REGARD TO THE LEGAL CASES PROPOSED DURING THE TEST, TO KNOW HOW TO CONSULT THE NORMATIVE REFERENCE AND EXTRACT THE INFORMATION REQUIRED FOR GIVING AN OPINION; TO KNOW HOW TO COME UP WITH SOLUTIONS; TO KNOW HOW TO KEEP ON STUDYING THE SUBJECT AUTONOMOUSLY.
THE FINAL MARK IS GIVEN IN THIRTIETHS AND IS OBTAINED AS THE AVERAGE OF THE EVALUATIONS GAINED ON THE TWO THEORETICAL AND PRACTICAL LEVEL.
THE MINIMUM EVALUATION POINT (18) IS ASSIGNED WHEN THE STUDENT HAS A FRAGMENTARY KNOWLEDGE OF THE THEORETICAL CONTENTS OR TURNS OUT TO HAVE A LIMITED ABILITY OF LINKING LEGISLATIVE REFERENCES TO THE CONTEXT OF STUDY. THE MAXIMUM LEVEL (30) IS ASSIGNED WHEN THE STUDENT DEMONSTRATES A DEEP AND THOROUGH KNOWLEDGE OF THE THEORETICAL CONTENT OR SHOWS REMARKABLE SKILLS IN CONNECTING THE LEGISLATIVE REFERENCES WITH THE CONTEXT OF STUDY. HONOURS ARE GRANTED WHEN THE CANDIDATE AN EXCELLENT GRASP OF THE THEORETICAL AND OPERATIONAL ISSUES AND SHOWS HOW TO DISPLAY THE TOPICS WITH SIGNIFICANT PROFICIENCY IN LANGAUGE AND AUTONOMOUS PROCESSING SKILLS EVEN IN FIELDS NOT COMPLYING WITH THOSE PROPOSED BY THE TEACHER.
STUDENTS ATTENDING CLASSES CAN TAKE PART TO SOME MIDTERM EXAMINATIONS CONSISTING IN WRITTEN OR ORAL TESTS. THESE OPPORTUNITIES ARE DEVELOPED TO ANALYZE, AND WHERE APPROPRIATE CORRECT, THE STUDENT'S METHOD OF STUDYING IN ORDER TO ENSURE THE GROWTH OF CRITICAL SKILLS ON THE ISSUES INVESTIGATED DURING THE COURSE. VERIFICATIONS ARE OPTIONAL AND NOT BINDING FOR THE FINAL EXAM; THEY DEPEND ON ORGANISATIONAL FACTORS AND ON THE INTEREST SHOWN BY COURSE STUDENTS. THE NUMBER AND CHARACTERISTICS OF THESE VERIFICATIONS WILL BE DETERMINED DURING THE COURSE.

	Texts
	AA.VV., PROFILI SISTEMICI DEI RAPPORTI GIURIDICI D'IMPRESA, A CURA DI R. VITOLO E M. IMBRENDA, MILANO, 2020

	More Information
	IT IS HIGHLY RECOMMENDED THAT STUDENTS USE AN UP-TO-DATE CIVIL CODE AND COMPLEMENTARY LEGISLATION.

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Giuseppe FAUCEGLIA | Commercial Law