Nicola ROCCO DI TORREPADULA | Commercial Law

cod. 0212100009

COMMERCIAL LAW

	0212100009
	DEPARTMENT OF ECONOMICS AND STATISTICS
	EQF6
	BUSINESS ADMINISTRATION
	2024/2025

CURRICULUM INTERNATIONAL TRADING

	OBBLIGATORIO
	YEAR OF COURSE 2
	YEAR OF DIDACTIC SYSTEM 2016
	SPRING SEMESTER

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
	-

EXAMS

	Exam	Date	Session
	ROCCO DI TORREPADULA	13/12/2024 - 09:30	SESSIONE ORDINARIA
	ROCCO DI TORREPADULA	13/12/2024 - 09:30	SESSIONE DI RECUPERO

	Objectives
	KNOWLEDGE AND UNDERSTANDING STUDENTS WILL DEVELOP AN ABILITY OF USE AWARE OF THE TECHNICAL ERMENEUTICHES AND OF CRITICAL ANALYSIS OF THE DISCIPLINE OF THE COMMERCIAL RIGHT, IN THEIR DIFFERENT ARTICULATIONS. IN SUCH WAY THEY WILL ACQUIRE SUITABLE CONCEPTUAL TOOLS TO FACE AN ECONOMIC REALITY JURIDICAL IN CONSTANT EVOLUTION. APPLYING KNOWLEDGE AND UNDERSTANDING THROUGH THE STUDY OF THE SUBJECT, STUDENTS WILL REFINE ITS SENSITIVITY TO THE LEGAL ISSUES UNDERLYING THE FINANCIAL YEAR OF BUSINESS AND TO DEVELOP COGNITIVE TOOLS FOR THE INDIVIDUALIZATION OF THE MOST EFFICIENT SOLUTIONS. STUDENTS IN VIRTUE OF THE ACQUIRED PROBLEMATIC METHODOLOGICAL APPROACH WILL HAVE MATURED AN INDIVIDUAL CRITICAL ABILITY AND THEY WILL BE ABLE SO TO ASSURE THAT THE ACTIVITY OF ENTERPRISE BOTH, IN EVERY PHASE OF HIS, DEVELOPS IN CONFORMITY WITH THE IN FORCE DISCIPLINE.

KNOWLEDGE AND UNDERSTANDING
STUDENTS WILL DEVELOP AN ABILITY OF USE AWARE OF THE TECHNICAL ERMENEUTICHES AND OF CRITICAL ANALYSIS OF THE DISCIPLINE OF THE COMMERCIAL RIGHT, IN THEIR DIFFERENT ARTICULATIONS. IN SUCH WAY THEY WILL ACQUIRE SUITABLE CONCEPTUAL TOOLS TO FACE AN ECONOMIC REALITY JURIDICAL IN CONSTANT EVOLUTION.
APPLYING KNOWLEDGE AND UNDERSTANDING

THROUGH THE STUDY OF THE SUBJECT, STUDENTS WILL REFINE ITS SENSITIVITY TO THE LEGAL ISSUES UNDERLYING THE FINANCIAL YEAR OF BUSINESS AND TO DEVELOP COGNITIVE TOOLS FOR THE INDIVIDUALIZATION OF THE MOST EFFICIENT SOLUTIONS. STUDENTS IN VIRTUE OF THE ACQUIRED PROBLEMATIC METHODOLOGICAL APPROACH WILL HAVE MATURED AN INDIVIDUAL CRITICAL ABILITY AND THEY WILL BE ABLE SO TO ASSURE THAT THE ACTIVITY OF ENTERPRISE BOTH, IN EVERY PHASE OF HIS, DEVELOPS IN CONFORMITY WITH THE IN FORCE DISCIPLINE.

	Prerequisites
	CIVIL LAW (OBLIGATORY); FINANCIAL ACCOUNTING(RECOMMENDED)

	Contents
	1)THE ENTREPRENEUR - THE CATEGORIES OF ENTREPRENEURS - THE ACQUISITION OF THE QUALITY OF ENTREPRENEUR - THE STATUS OF THE COMMERCIAL ENTREPRENEUR - THE COMPANY - DISTINCTIVE SIGNS - INTELLECTUAL WORKS AND INDUSTRIAL INVENTIONS - THE DISCIPLINE OF COMPETITION - CONSORTIA BETWEEN ENTREPRENEURS. (20H LECTURE) 2)COMPANIES - THE SIMPLE COMPANY. THE GENERAL PARTNERSHIP - THE LIMITED PARTNERSHIP - THE JOINT STOCK COMPANY - SHARES - SIGNIFICANT SHAREHOLDINGS - GROUPS OF COMPANIES' - THE SHAREHOLDERS' MEETING - THE 'ADMINISTRATION. CONTROLS - THE BALANCE SHEET - AMENDMENTS TO THE ARTICLES OF ASSOCIATION - OBLIGATIONS -- THE LIMITED PARTNERSHIP - THE LIMITED LIABILITY COMPANY - COOPERATIVE SOCIETIES - DISSOLUTION AND LIQUIDATION - TRANSFORMATION. MERGER AND DIVISION. (25H LECTURE) EXCLUDED ARE: EUROPEAN COMPANIES. 3)BUSINESS CONTRACTING: BANKING CONTRACTS AND GUARANTEES (BANK DEPOSIT, SAFE DEPOSIT BOX SERVICE, CREDIT OPENING, BANK ADVANCE, CURRENT ACCOUNT TRANSACTIONS, BANK DISCOUNT-BANK GUARANTEES ), CONTRACTS OF FINANCIAL INTERMEDIATION AND PAYMENT SERVICES (LEASING, FACTORING, CREDIT SECURITIZATION, CREDIT CARDS-ELECTRONIC MONEY)- INSURANCE CONTRACT. THE ASSOCIATION IN PARTICIPATION (5H LECTURE) 4)CREDIT INSTRUMENTS - THE BILL OF EXCHANGE - THE BANK CHECK - THE BANK DRAFT. (5H LESSON) 5) THE LAW OF CRISIS AND INSOLVENCY- THE TIMELY EMERGENCE OF BUSINESS CRISIS- THE NEGOTIATED SETTLEMENT OF CRISIS- THE COMMON PROVISIONS OF CRISIS AND INSOLVENCY REGULATION INSTRUMENTS- THE CERTIFIED REORGANIZATION PLAN- RESTRUCTURING AGREEMENTS- THE MORATORIUM AGREEMENT- THE RESTRUCTURING PLAN SUBJECT TO APPROVAL - THE ARRANGEMENT WITH CREDITORS -- THE SIMPLIFIED ARRANGEMENT FOR THE LIQUIDATION OF ASSETS- THE JUDICIAL LIQUIDATION- THE CRISIS AND INSOLVENCY IN GROUPS OF ENTERPRISES- - THE COMPULSORY LIQUIDATION - THE EXTRAORDINARY ADMINISTRATION OF LARGE INSOLVENT ENTERPRISES. (5H LESSON) EXCLUDED ARE: INSOLVENCY PROCEDURES OF OVER-INDEBTEDNESS CRISES.

Contents

1)THE ENTREPRENEUR - THE CATEGORIES OF ENTREPRENEURS - THE ACQUISITION OF THE QUALITY OF ENTREPRENEUR - THE STATUS OF THE COMMERCIAL ENTREPRENEUR - THE COMPANY - DISTINCTIVE SIGNS - INTELLECTUAL WORKS AND INDUSTRIAL INVENTIONS - THE DISCIPLINE OF COMPETITION - CONSORTIA BETWEEN ENTREPRENEURS. (20H LECTURE)

2)COMPANIES - THE SIMPLE COMPANY. THE GENERAL PARTNERSHIP - THE LIMITED PARTNERSHIP - THE JOINT STOCK COMPANY - SHARES - SIGNIFICANT SHAREHOLDINGS - GROUPS OF COMPANIES' - THE SHAREHOLDERS' MEETING - THE 'ADMINISTRATION. CONTROLS - THE BALANCE SHEET - AMENDMENTS TO THE ARTICLES OF ASSOCIATION - OBLIGATIONS -- THE LIMITED PARTNERSHIP - THE LIMITED LIABILITY COMPANY - COOPERATIVE SOCIETIES - DISSOLUTION AND LIQUIDATION - TRANSFORMATION. MERGER AND DIVISION. (25H LECTURE)

EXCLUDED ARE: EUROPEAN COMPANIES.

3)BUSINESS CONTRACTING: BANKING CONTRACTS AND GUARANTEES (BANK DEPOSIT, SAFE DEPOSIT BOX SERVICE, CREDIT OPENING, BANK ADVANCE, CURRENT ACCOUNT TRANSACTIONS, BANK DISCOUNT-BANK GUARANTEES ), CONTRACTS OF FINANCIAL INTERMEDIATION AND PAYMENT SERVICES (LEASING, FACTORING, CREDIT SECURITIZATION, CREDIT CARDS-ELECTRONIC MONEY)- INSURANCE CONTRACT. THE ASSOCIATION IN PARTICIPATION (5H LECTURE)

4)CREDIT INSTRUMENTS - THE BILL OF EXCHANGE - THE BANK CHECK - THE BANK DRAFT. (5H LESSON)

5) THE LAW OF CRISIS AND INSOLVENCY- THE TIMELY EMERGENCE OF BUSINESS CRISIS- THE NEGOTIATED SETTLEMENT OF CRISIS- THE COMMON PROVISIONS OF CRISIS AND INSOLVENCY REGULATION INSTRUMENTS- THE CERTIFIED REORGANIZATION PLAN- RESTRUCTURING AGREEMENTS- THE MORATORIUM AGREEMENT- THE RESTRUCTURING PLAN SUBJECT TO APPROVAL - THE ARRANGEMENT WITH CREDITORS -- THE SIMPLIFIED ARRANGEMENT FOR THE LIQUIDATION OF ASSETS- THE JUDICIAL LIQUIDATION- THE CRISIS AND INSOLVENCY IN GROUPS OF ENTERPRISES- - THE COMPULSORY LIQUIDATION - THE EXTRAORDINARY ADMINISTRATION OF LARGE INSOLVENT ENTERPRISES. (5H LESSON)

EXCLUDED ARE: INSOLVENCY PROCEDURES OF OVER-INDEBTEDNESS CRISES.

	Teaching Methods
	FRONTAL LESSONS, SEMINARS, EXERCISES, DISCUSSIONS IN THE CLASSROOM, PROBLEM INDIVIDUAL SOLVING

	Verification of learning
	THE ACHIEVEMENT OF THE TEACHING OBJECTIVES IS CERTIFIED BY PASSING AN EXAMINATION FOR EVALUATION IN THIRTIETHS. THE EXAMINATION INCLUDES AN INTERCOURSE TEST, WHICH IS NOT COMPULSORY, AND AN ORAL TEST, ON TOPICS SPECIFIED BY THE TEACHER. IN THE INTERCOURSE TEST, 4 WRITTEN MULTIPLE-CHOICE QUESTIONS AND 2 WRITTEN OPEN-ENDED QUESTIONS WILL BE ADMINISTERED. THE WRITTEN TEST WILL COVER THE FOLLOWING TOPICS: THE ENTREPRENEUR - THE CATEGORIES OF ENTREPRENEURS - THE ACQUISITION OF THE QUALITY OF ENTREPRENEUR - THE STATUS OF THE COMMERCIAL ENTREPRENEUR - THE COMPANY - DISTINCTIVE SIGNS - INTELLECTUAL WORKS AND INDUSTRIAL INVENTIONS - THE DISCIPLINE OF COMPETITION - CONSORTIA BETWEEN ENTREPRENEURS - BUSINESS CONTRACTING (BANKING CONTRACTS, THE INSURANCE CONTRACT, CONTRACTS OF FINANCIAL INTERMEDIATION) - CREDIT INSTRUMENTS IN GENERAL - THE BILL OF EXCHANGE - THE BANK AND BANK DRAFT). IN THE ORAL TEST, THE QUESTIONS WILL COVER THE FOLLOWING TOPICS: COMPANIES (NOTION AND TYPES) - THE SIMPLE COMPANY - THE GENERAL PARTNERSHIP - THE LIMITED PARTNERSHIP - THE JOINT STOCK COMPANY - INCORPORATION - CONTRIBUTIONS - ORGANIZATIONAL STRUCTURE - FINANCIAL STATEMENTS - AMENDMENTS TO THE ARTICLES OF INCORPORATION - FINANCING INSTRUMENTS -- LISTED COMPANIES - THE LIMITED PARTNERSHIP LIMITED BY SHARES - THE LIMITED LIABILITY COMPANY -- COOPERATIVE COMPANIES THE DISSOLUTION AND LIQUIDATION - TRANSFORMATION. MERGER AND DEMERGER. JUDICIAL LIQUIDATION AND OTHER CRISIS REGULATION INSTRUMENTS. THE INTERCOURSE TEST WILL TAKE PLACE IN THE MIDDLE OF THE COURSE WITH A DURATION OF 60 MINUTES. THE ORAL TEST WILL BE HELD ON THE DATES SCHEDULED IN THE CALENDAR OF APPEALS. FOR EVALUATION PURPOSES, IN THE INTERCOURSE TEST, A SCORE OF 2.5 WILL BE GIVEN FOR EACH CORRECT MULTIPLE ANSWER AND 0 POINTS FOR EACH INCORRECT OR NOT INDICATED MULTIPLE ANSWER AND A SCORE FROM 0 TO 10 FOR OPEN-ENDED ANSWERS (ACCORDING TO THE FOLLOWING SCALE OF VALUES: SEVERELY INSUFFICIENT; INSUFFICIENT; SUFFICIENT; FAIR; GOOD): FOR A TOTAL OF 30 POINTS. IN THE ORAL EXAMINATION THE STUDENT'S EXPOSITION WILL BE EVALUATED WITH A TOTAL SCORE OF 30 POINTS, ACCORDING TO THE FOLLOWING SCALE OF VALUES: SEVERELY INSUFFICIENT; INSUFFICIENT; SUFFICIENT; FAIR; GOOD. THE TESTS WILL BE CONSIDERED PASSED WITH A MINIMUM GRADE OF 18/30. THE INTERCOURSE AND ORAL TESTS ARE AIMED AT ASSESSING THE LEVEL OF UNDERSTANDING AND KNOWLEDGE REACHED BY THE STUDENT ON THE CONTENTS INDICATED IN THE PROGRAM, THE MASTERY OF METHODOLOGICAL TOOLS, AS WELL AS THE ABILITY TO APPLY KNOWLEDGE TO SOLVE THEORETICAL AND PRACTICAL PROBLEMS. THE FINAL EVALUATION WILL RESULT FROM THE AVERAGE VALUE OF THE EVALUATIONS OF THE INTERCOURSE TEST AND THE ORAL TEST, IT BEING UNDERSTOOD THAT THE STUDENT MAY WAIVE THE RESULT OF THE INTERCOURSE TEST. IN THIS CASE, THE ORAL EXAMINATION WILL COVER THE ENTIRE PROGRAM, INCLUDING THE TOPICS PROVIDED FOR THE INTERCOURSE TEST. THE TEST, THE RESULT OF WHICH WILL BE GIVEN BY THE AVERAGE OF THE GRADE OF THE ORAL TEST AND THE GRADE OF THE WRITTEN TEST, IS CONSIDERED PASSED WITH THE MINIMUM GRADE OF 18/30. THE VALIDITY OF THE WRITTEN TEST ENDS WITH THE LAST ROLL CALL IN JULY.

Verification of learning

THE ACHIEVEMENT OF THE TEACHING OBJECTIVES IS CERTIFIED BY PASSING AN EXAMINATION FOR EVALUATION IN THIRTIETHS. THE EXAMINATION INCLUDES AN INTERCOURSE TEST, WHICH IS NOT COMPULSORY, AND AN ORAL TEST, ON TOPICS SPECIFIED BY THE TEACHER. IN THE INTERCOURSE TEST, 4 WRITTEN MULTIPLE-CHOICE QUESTIONS AND 2 WRITTEN OPEN-ENDED QUESTIONS WILL BE ADMINISTERED.
THE WRITTEN TEST WILL COVER THE FOLLOWING TOPICS: THE ENTREPRENEUR - THE CATEGORIES OF ENTREPRENEURS - THE ACQUISITION OF THE QUALITY OF ENTREPRENEUR - THE STATUS OF THE COMMERCIAL ENTREPRENEUR - THE COMPANY - DISTINCTIVE SIGNS - INTELLECTUAL WORKS AND INDUSTRIAL INVENTIONS - THE DISCIPLINE OF COMPETITION - CONSORTIA BETWEEN ENTREPRENEURS - BUSINESS CONTRACTING (BANKING CONTRACTS, THE INSURANCE CONTRACT, CONTRACTS OF FINANCIAL INTERMEDIATION) - CREDIT INSTRUMENTS IN GENERAL - THE BILL OF EXCHANGE - THE BANK AND BANK DRAFT). IN THE ORAL TEST, THE QUESTIONS WILL COVER THE FOLLOWING TOPICS: COMPANIES (NOTION AND TYPES) - THE SIMPLE COMPANY - THE GENERAL PARTNERSHIP - THE LIMITED PARTNERSHIP - THE JOINT STOCK COMPANY - INCORPORATION - CONTRIBUTIONS - ORGANIZATIONAL STRUCTURE - FINANCIAL STATEMENTS - AMENDMENTS TO THE ARTICLES OF INCORPORATION - FINANCING INSTRUMENTS -- LISTED COMPANIES - THE LIMITED PARTNERSHIP LIMITED BY SHARES - THE LIMITED LIABILITY COMPANY -- COOPERATIVE COMPANIES THE DISSOLUTION AND LIQUIDATION - TRANSFORMATION. MERGER AND DEMERGER. JUDICIAL LIQUIDATION AND OTHER CRISIS REGULATION INSTRUMENTS.
THE INTERCOURSE TEST WILL TAKE PLACE IN THE MIDDLE OF THE COURSE WITH A DURATION OF 60 MINUTES. THE ORAL TEST WILL BE HELD ON THE DATES SCHEDULED IN THE CALENDAR OF APPEALS. FOR EVALUATION PURPOSES, IN THE INTERCOURSE TEST, A SCORE OF 2.5 WILL BE GIVEN FOR EACH CORRECT MULTIPLE ANSWER AND 0 POINTS FOR EACH INCORRECT OR NOT INDICATED MULTIPLE ANSWER AND A SCORE FROM 0 TO 10 FOR OPEN-ENDED ANSWERS (ACCORDING TO THE FOLLOWING SCALE OF VALUES: SEVERELY INSUFFICIENT; INSUFFICIENT; SUFFICIENT; FAIR; GOOD): FOR A TOTAL OF 30 POINTS.
IN THE ORAL EXAMINATION THE STUDENT'S EXPOSITION WILL BE EVALUATED WITH A TOTAL SCORE OF 30 POINTS, ACCORDING TO THE FOLLOWING SCALE OF VALUES: SEVERELY INSUFFICIENT; INSUFFICIENT; SUFFICIENT; FAIR; GOOD. THE TESTS WILL BE CONSIDERED PASSED WITH A MINIMUM GRADE OF 18/30. THE INTERCOURSE AND ORAL TESTS ARE AIMED AT ASSESSING THE LEVEL OF UNDERSTANDING AND KNOWLEDGE REACHED BY THE STUDENT ON THE CONTENTS INDICATED IN THE PROGRAM, THE MASTERY OF METHODOLOGICAL TOOLS, AS WELL AS THE ABILITY TO APPLY KNOWLEDGE TO SOLVE THEORETICAL AND PRACTICAL PROBLEMS.
THE FINAL EVALUATION WILL RESULT FROM THE AVERAGE VALUE OF THE EVALUATIONS OF THE INTERCOURSE TEST AND THE ORAL TEST, IT BEING UNDERSTOOD THAT THE STUDENT MAY WAIVE THE RESULT OF THE INTERCOURSE TEST. IN THIS CASE, THE ORAL EXAMINATION WILL COVER THE ENTIRE PROGRAM, INCLUDING THE TOPICS PROVIDED FOR THE INTERCOURSE TEST.
THE TEST, THE RESULT OF WHICH WILL BE GIVEN BY THE AVERAGE OF THE GRADE OF THE ORAL TEST AND THE GRADE OF THE WRITTEN TEST, IS CONSIDERED PASSED WITH THE MINIMUM GRADE OF 18/30.
THE VALIDITY OF THE WRITTEN TEST ENDS WITH THE LAST ROLL CALL IN JULY.

	Texts
	ONE OF THE FOLLOWING HANDBOOKS: - G.F. CAMPOBASSO, MANUALE DI DIRITTO COMMERCIALE, TORINO, UTET, ULT. ED.; - A. GRAZIANI, G. MINERVINI, U. BELVISO, V. SANTORO, MANUALE DI DIRITTO COMMERCIALE, PADOVA, CEDAM,ULT. THE CONSULTATION OF THE CIVIL CODE AND THE SPECIAL LAWS IN FORCE IS ALSO NECESSARY.

	More Information
	NORMATIVE TEXTS, PROVISIONS OF GREAT INTEREST AND RECENT SENTENCES ARE PUBLISHED ON THE SITE WEB OF THE TEACHER.

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Nicola ROCCO DI TORREPADULA | Commercial Law