Nicola ROCCO DI TORREPADULA | Corporate and bankruptcy law

cod. 0222200034

CORPORATE AND BANKRUPTCY LAW

	0222200034
	DIPARTIMENTO DI SCIENZE ECONOMICHE E STATISTICHE
	EQF7
	ECONOMICS
	2017/2018

CURRICULUM CONSULENZA PROFESSIONALE E FINANZIARIA (CPF)

	OBBLIGATORIO
	YEAR OF COURSE 1
	YEAR OF DIDACTIC SYSTEM 2016
	SECONDO SEMESTRE

TEACHING UNITS

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

PROFESSORS

	NICOLA ROCCO DI TORREPADULA T Curriculum
	ROSSELLA SGAMBATI Curriculum

	Objectives
	KNOWLEDGE AND UNDERSTANDING STUDENTS WILL GAIN A THOROUGH AND SYSTEMATIC KNOWLEDGE OF THE PRINCIPLES AND TRADE LEGISLATION IN ITS GENERAL ASPECTS AND APPLICATIONS, DEVELOPING A CAPACITY FOR CONSCIOUS USE OF THE TECHNIQUES OF HERMENEUTICS AND CRITICAL ANALYSIS OF THE DISCIPLINE OF CAPITAL COMPANY AND THE BANKRUPTCY PROCEDURES. APPLYING KNOWLEDGE AND UNDERSTANDING STUDENTS WILL BE ABLE TO ACQUIRE THE CRITICAL CAPACITY TO ADDRESS THE VARIOUS LEGAL ISSUES DEALT WITH AND APPLY THE KNOWLEDGE ACQUIRED, WITH FULL MASTERY OF LANGUAGE, IN ORDER TO DEVELOP THE COGNITIVE TOOLS FOR IDENTIFYING THE MOST EFFICIENT ONE. STUDENTS WILL ACQUIRE THE TECHNICAL AND LEGAL EXPERTISE TO MAKE JUDGMENTS ABOUT THE SELF AND AWARE OF THE DISCIPLINE AND TO ITS POTENTIAL APPLICATIONS.

KNOWLEDGE AND UNDERSTANDING
STUDENTS WILL GAIN A THOROUGH AND SYSTEMATIC KNOWLEDGE OF THE PRINCIPLES AND TRADE LEGISLATION IN ITS GENERAL ASPECTS AND APPLICATIONS, DEVELOPING A CAPACITY FOR CONSCIOUS USE OF THE TECHNIQUES OF HERMENEUTICS AND CRITICAL ANALYSIS OF THE DISCIPLINE OF CAPITAL COMPANY AND THE BANKRUPTCY PROCEDURES.
APPLYING KNOWLEDGE AND UNDERSTANDING
STUDENTS WILL BE ABLE TO ACQUIRE THE CRITICAL CAPACITY TO ADDRESS THE VARIOUS LEGAL ISSUES DEALT WITH AND APPLY THE KNOWLEDGE ACQUIRED, WITH FULL MASTERY OF LANGUAGE, IN ORDER TO DEVELOP THE COGNITIVE TOOLS FOR IDENTIFYING THE MOST EFFICIENT ONE.
STUDENTS WILL ACQUIRE THE TECHNICAL AND LEGAL EXPERTISE TO MAKE JUDGMENTS ABOUT THE SELF AND AWARE OF THE DISCIPLINE AND TO ITS POTENTIAL APPLICATIONS.

	Prerequisites
	COMMERCIAL LAW (RECOMMENDED).

	Contents
	1) COMPANIES – COMMON FEATURES: NOTION AND CORPORATE FORMS; 2) PARTNERSHIPS (“SOCIETÀ DI PERSONE”): SIMPLE PARTNERSHIP (“SOCIETÀ SEMPLICE”), GENERAL PARTNERSHIP (“SOCIETÀ IN NOME COLLETTIVO”), LIMITED PARTNERSHIP (“SOCIETÀ IN ACCOMANDITA SEMPLICE”); 3) CORPORATIONS (“SOCIETÀ DI CAPITALI”): JOINT STOCK COMPANY (“SOCIETÀ PER AZIONI”), LIMITED LIABILITY COMPANY (“SOCIETÀ A RESPONSABILITÀ LIMITATA”) AND THE SO-CALLED, LIMITED LIABILITY LIMITED PARTNERSHIP (“SOCIETÀ IN ACCOMANDITA PER AZIONI”); 4) COOPERATIVE COMPANIES (“SOCIETÀ COOPERATIVE”) AND MUTUAL INSURANCE COMPANIES (“MUTUE ASSICURATRICI”); 5) CONVERSION, MERGER AND DEMERGER OF COMPANIES. EXCEPT FOR: COMPANIES GROUPS, THE EUROPEAN COMPANY (“SOCIETÀ EUROPEA”) AND THE EUROPEAN COOPERATIVE COMPANY (“SOCIETÀ COOPERATIVE EUROPEA”). 6) INSOLVENCY PROCEEDINGS: PRINCIPLES AND PURPOSES; 7) BANKRUPTCY: SUBJECTIVE AND OBJECTIVE REQUIREMENTS, PROCEDURE FOR BANKRUPTCY STATEMENT, BODIES OF THE PROCEDURE, BANKRUPTCY EFFECTS (WITH RESPECT TO THE INSOLVENT, THE CREDITORS AND THE PENDING CONTRACTUAL RELATIONSHIPS), REPLENISHMENT OF THE CORPORATE ASSETS, CUSTODY OF THE CORPORATE ASSETS, ASSESSMENT OF THE LOSSES, LIQUIDATION OF THE PROPERTIES, DISTRIBUTION OF THE PROCEEDS OF THE PROCEDURE, CLOSING OF THE BANKRUPTCY , BANKRUPTCY COMPOSITION AGREEMENT (“CONCORDATO FALLIMENTARE”), DISCHARGE FROM INDEBTEDNESS (“ESDEBITAZIONE”), BANKRUPTCY OF COMPANIES; 8) COMPOSITION AGREEMENT (“CONCORDATO PREVENTIVO”); 9) RESTRUCTURING AGREEMENTS (“ACCORDI DI RISTRUTTURAZIONE”).

Contents

1) COMPANIES – COMMON FEATURES: NOTION AND CORPORATE FORMS; 2) PARTNERSHIPS (“SOCIETÀ DI PERSONE”): SIMPLE PARTNERSHIP (“SOCIETÀ SEMPLICE”), GENERAL PARTNERSHIP (“SOCIETÀ IN NOME COLLETTIVO”), LIMITED PARTNERSHIP (“SOCIETÀ IN ACCOMANDITA SEMPLICE”); 3) CORPORATIONS (“SOCIETÀ DI CAPITALI”): JOINT STOCK COMPANY (“SOCIETÀ PER AZIONI”), LIMITED LIABILITY COMPANY (“SOCIETÀ A RESPONSABILITÀ LIMITATA”) AND THE SO-CALLED, LIMITED LIABILITY LIMITED PARTNERSHIP (“SOCIETÀ IN ACCOMANDITA PER AZIONI”); 4) COOPERATIVE COMPANIES (“SOCIETÀ COOPERATIVE”) AND MUTUAL INSURANCE COMPANIES (“MUTUE ASSICURATRICI”); 5) CONVERSION, MERGER AND DEMERGER OF COMPANIES.
EXCEPT FOR: COMPANIES GROUPS, THE EUROPEAN COMPANY (“SOCIETÀ EUROPEA”) AND THE EUROPEAN COOPERATIVE COMPANY (“SOCIETÀ COOPERATIVE EUROPEA”).
6) INSOLVENCY PROCEEDINGS: PRINCIPLES AND PURPOSES; 7) BANKRUPTCY: SUBJECTIVE AND OBJECTIVE REQUIREMENTS, PROCEDURE FOR BANKRUPTCY STATEMENT, BODIES OF THE PROCEDURE, BANKRUPTCY EFFECTS (WITH RESPECT TO THE INSOLVENT, THE CREDITORS AND THE PENDING CONTRACTUAL RELATIONSHIPS), REPLENISHMENT OF THE CORPORATE ASSETS, CUSTODY OF THE CORPORATE ASSETS, ASSESSMENT OF THE LOSSES, LIQUIDATION OF THE PROPERTIES, DISTRIBUTION OF THE PROCEEDS OF THE PROCEDURE, CLOSING OF THE BANKRUPTCY , BANKRUPTCY COMPOSITION AGREEMENT (“CONCORDATO FALLIMENTARE”), DISCHARGE FROM INDEBTEDNESS (“ESDEBITAZIONE”), BANKRUPTCY OF COMPANIES; 8) COMPOSITION AGREEMENT (“CONCORDATO PREVENTIVO”); 9) RESTRUCTURING AGREEMENTS (“ACCORDI DI RISTRUTTURAZIONE”).

	Teaching Methods
	FRONTAL LESSONS, SEMINARS, EXERCISES, CLASSROOM DISCUSSION OF CASE STUDIES, PROBLEM INDIVIDUAL SOLVING.

	Verification of learning
	AN EXAMINATION RESULTING IN A SCORE OUT OF 30 ASSESSES THE ACHIEVEMENT OF THE TARGETS OF THE TEACHING’S PROGRAMME. THE ASSESSMENT CONSISTS OF A NON-MANDATORY PROGRESS TEST AND OF AN ORAL EXAMINATION BASED ON TOPICS CHOSEN BY THE PROFESSOR. THE PROGRESS TEST CONSISTS OF FIVE WRITTEN MULTIPLE CHOICE QUESTIONS AND OF ONE WRITTEN OPEN-ENDED QUESTION. THE PROGRESS TEST COVERS THE FOLLOWING TOPICS: COMPANIES (CONCEPT AND CLASSIFICATION) – PARTNERSHIPS – LIMITED LIABILITY PARTNERSHIP – JOINT-STOCK COMPANIES – INCORPORATION – STRUCTURE – BALANCE SHEET – CHARTER AMENDMENT – CORPORATE FINANCE – DISSOLUTION AND LIQUIDATION – LISTED COMPANIES - LIMITED PARTNERSHIP CONSTITUTED BY SHAREHOLDING – LIMITED LIABILITY PARTNERSHIPS – EXTRAORDINARY COMPANY OPERATIONS (TRANSFORMATION OF THE COMPANY LEGAL FORM, MERGERS, AND DEMERGER) – COOPERATIVE AND ITS FORMS. EUROPEAN COMPANIES AND EUROPEAN COOPERATIVE SOCIETIES ARE NOT INCLUDED. THE REMAINING ORAL EXAMINATION COVERS THE FOLLOWING TOPICS: BANKRUPTCY AND INSOLVENCY PROCEEDINGS: PRINCIPLES AND PURPOSES – BANKRUPTCY: SUBJECTIVE AND OBJECTIVE CONDITIONS – DECLARING BANKRUPTCY – BODIES OF THE PROCEDURE – EFFECTS OF THE BANKRUPTCY (TOWARDS THE BANKRUPT, CREDITORS, AND ON PENDING RELATIONSHIPS) – RESTORING THE PATRIMONY TO BE LIQUIDATED – KEEPING THE PATRIMONY – DEBIT BALANCE – LIQUIDATION OF THE PATRIMONY – DISTRIBUTION OF THE CREDIT BALANCE – CONCLUSION OF THE PROCEEDING – BANKRUPTCY AGREEMENT – BANKRUPTCY DISCHARGE – CORPORATE BANKRUPTCY - ARRANGEMENT WITH CREDITORS – DEBT RESTRUCTURING AGREEMENT.THE PROGRESS TEST TAKES PLACE APPROXIMATELY TOWARDS THE MIDDLE OF THE COURSE AND IT LASTS 40 MINUTES. THE ORAL EXAMINATION TAKES PLACE ACCORDING TO THE DATES OF THE RELEVANT CALENDAR. THE TOTAL SCORE (30/30) OF THE PROGRESS TEST CONSISTS: OF THREE POINTS FOR EACH MULTIPLE CHOICE CORRECT ANSWER AND OF ZERO FOR EACH MISTAKE OR NOT GIVEN ANSWER; AND OF A SCORE BETWEEN ZERO AND 15 FOR THE OPEN-ENDED QUESTION, ACCORDING TO THE FOLLOWING JUDGMENTS: GRAVELY INSUFFICIENT; INSUFFICIENT; SUFFICIENT; FAIR; AND GOOD. THE ORAL EXAMINATION OF THE STUDENT IS ASSESSED WITHIN A SCALE OF MARKS OUT OF 30 AND IT IS PASSED FROM 18/30, ACCORDING TO THE FOLLOWING JUDGMENTS: GRAVELY INSUFFICIENT; INSUFFICIENT; SUFFICIENT; FAIR; AND GOOD. THE PROGRESS TEST AND THE ORAL EXAMINATION AIM AT ASSESSING: THE LEVEL OF UNDERSTANDING AND KNOWLEDGE ACHIEVED BY THE STUDENTS CONCERNING THE CONTENT OF THE PROGRAMME; THE COMMAND OF METHODOLOGICAL INSTRUMENTS; AND THE CAPACITY OF APPLYING KNOWLEDGE TO THE SOLUTION OF THEORETICAL AND PRACTICAL PROBLEMS. FINAL EVALUATION RESULTS FROM THE AVERAGE OF THE SCORES ACHIEVED IN THE PROGRESS TEST AND THE ORAL EXAMINATION. IF THE STUDENT DECLINES THE PROGRESS TEST’S SCORE, THE ORAL EXAMINATION SHALL COVER ALL THE AFOREMENTIONED TOPICS, AND IT IS SUCCESSFUL WHEN THE MINIMUM SCORE OF 18/30 IS ACHIEVED.

Verification of learning

AN EXAMINATION RESULTING IN A SCORE OUT OF 30 ASSESSES THE ACHIEVEMENT OF THE TARGETS OF THE TEACHING’S PROGRAMME. THE ASSESSMENT CONSISTS OF A NON-MANDATORY PROGRESS TEST AND OF AN ORAL EXAMINATION BASED ON TOPICS CHOSEN BY THE PROFESSOR. THE PROGRESS TEST CONSISTS OF FIVE WRITTEN MULTIPLE CHOICE QUESTIONS AND OF ONE WRITTEN OPEN-ENDED QUESTION. THE PROGRESS TEST COVERS THE FOLLOWING TOPICS: COMPANIES (CONCEPT AND CLASSIFICATION) – PARTNERSHIPS – LIMITED LIABILITY PARTNERSHIP – JOINT-STOCK COMPANIES – INCORPORATION – STRUCTURE – BALANCE SHEET – CHARTER AMENDMENT – CORPORATE FINANCE – DISSOLUTION AND LIQUIDATION – LISTED COMPANIES - LIMITED PARTNERSHIP CONSTITUTED BY SHAREHOLDING – LIMITED LIABILITY PARTNERSHIPS – EXTRAORDINARY COMPANY OPERATIONS (TRANSFORMATION OF THE COMPANY LEGAL FORM, MERGERS, AND DEMERGER) – COOPERATIVE AND ITS FORMS. EUROPEAN COMPANIES AND EUROPEAN COOPERATIVE SOCIETIES ARE NOT INCLUDED.

THE REMAINING ORAL EXAMINATION COVERS THE FOLLOWING TOPICS: BANKRUPTCY AND INSOLVENCY PROCEEDINGS: PRINCIPLES AND PURPOSES – BANKRUPTCY: SUBJECTIVE AND OBJECTIVE CONDITIONS – DECLARING BANKRUPTCY – BODIES OF THE PROCEDURE – EFFECTS OF THE BANKRUPTCY (TOWARDS THE BANKRUPT, CREDITORS, AND ON PENDING RELATIONSHIPS) – RESTORING THE PATRIMONY TO BE LIQUIDATED – KEEPING THE PATRIMONY – DEBIT BALANCE – LIQUIDATION OF THE PATRIMONY – DISTRIBUTION OF THE CREDIT BALANCE – CONCLUSION OF THE PROCEEDING – BANKRUPTCY AGREEMENT – BANKRUPTCY DISCHARGE – CORPORATE BANKRUPTCY - ARRANGEMENT WITH CREDITORS – DEBT RESTRUCTURING AGREEMENT.THE PROGRESS TEST TAKES PLACE APPROXIMATELY TOWARDS THE MIDDLE OF THE COURSE AND IT LASTS 40 MINUTES. THE ORAL EXAMINATION TAKES PLACE ACCORDING TO THE DATES OF THE RELEVANT CALENDAR. THE TOTAL SCORE (30/30) OF THE PROGRESS TEST CONSISTS: OF THREE POINTS FOR EACH MULTIPLE CHOICE CORRECT ANSWER AND OF ZERO FOR EACH MISTAKE OR NOT GIVEN ANSWER; AND OF A SCORE BETWEEN ZERO AND 15 FOR THE OPEN-ENDED QUESTION, ACCORDING TO THE FOLLOWING JUDGMENTS: GRAVELY INSUFFICIENT; INSUFFICIENT; SUFFICIENT; FAIR; AND GOOD. THE ORAL EXAMINATION OF THE STUDENT IS ASSESSED WITHIN A SCALE OF MARKS OUT OF 30 AND IT IS PASSED FROM 18/30, ACCORDING TO THE FOLLOWING JUDGMENTS: GRAVELY INSUFFICIENT; INSUFFICIENT; SUFFICIENT; FAIR; AND GOOD. THE PROGRESS TEST AND THE ORAL EXAMINATION AIM AT ASSESSING: THE LEVEL OF UNDERSTANDING AND KNOWLEDGE ACHIEVED BY THE STUDENTS CONCERNING THE CONTENT OF THE PROGRAMME; THE COMMAND OF METHODOLOGICAL INSTRUMENTS; AND THE CAPACITY OF APPLYING KNOWLEDGE TO THE SOLUTION OF THEORETICAL AND PRACTICAL PROBLEMS. FINAL EVALUATION RESULTS FROM THE AVERAGE OF THE SCORES ACHIEVED IN THE PROGRESS TEST AND THE ORAL EXAMINATION. IF THE STUDENT DECLINES THE PROGRESS TEST’S SCORE, THE ORAL EXAMINATION SHALL COVER ALL THE AFOREMENTIONED TOPICS, AND IT IS SUCCESSFUL WHEN THE MINIMUM SCORE OF 18/30 IS ACHIEVED.

	Texts
	ON THE FIRST PART G.F. CAMPOBASSO, DIRITTO COMMERCIALE - 2 DIRITTO DELLE SOCIETÀ, UTET, LAST EDITION. ON THE SECOND PART G. FAUCEGLIA - N.ROCCO DI TORREPADULA, DIRITTO DELL'IMPRESA IN CRISI, ZANICHELLI, LAST EDITION. AND' BESIDES NECESSARY THE CONSULTATION OF THE CIVIL CODE AND THE BANKRUPTCY LAW IN THE REVISED TEXT.

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Nicola ROCCO DI TORREPADULA | Corporate and bankruptcy law