Ateneo - UPO

The course concerns the system of regulations that govern the actions of companies in the market, namely the so-called general discipline of companies and enterprises. It then focuses in particular on companies established in corporate form, by illustrating the organizational and operational rules of the various corporate models offered by the legal system (partnerships and corporations).

- AA.VV., Lineamenti di diritto commerciale, a cura di Cottino, Zanichelli, ult. ed.
- Updated edition of the Civil Code and related laws.

The course aims, on the one hand, to provide students with the legal knowledge necessary to understand the main interpretative and applicative problems posed by the legal system, related to business activities and their economic impact. On the other hand, it aims to develop critical analysis skills in students regarding the current regulations, which are essential in carrying out any professional activity

Students who have passed the private law exam are eligible to take the test.

The course is based on traditional lectures.

Students with physical disabilities, Learning Disabilities or Special Education Needs can request specific services and tools via the Staff Sviluppo e Coordinamento Carriere e Servizi alle Studentesse e agli Studenti, consulting the University webpage: https://www.uniupo.it/en/services/servicesstudents-physical-or-learning-disabilities Students with disabilities, learning disabilities or special education needs, once they have contacted the University Staff, can refer to the tutor in charge of the course to define the examination modalities, concerning academic aspects.

The exam is conducted orally.

1. Introduction to the course. The general concept of entrepreneur. Beginning and end of the enterprise.
2. (Continued): Categories of entrepreneurs.
3. Attribution of business activity.
4. The special status of the commercial entrepreneur: advertising, accounting records, commercial representation.
5. The concept of a company. Types of companies. Simple partnership and general partnership: establishment.
6. (Continued): Asset organization; social activity.
7. Simple partnership and general partnership: termination of individual social relationships and the company.
8. The limited partnership.
9. The joint-stock company: establishment.
10. Contributions.
11. Shares: shareholding and discipline of share categories; other forms of financing.
12. Rights and duties of shareholders.
13. Circulation of shareholding.
14. Company operations on its own shares.
15. Internal organization of the joint-stock company: assembly and administration and control systems; relationships between bodies.
16. The assembly: powers and assembly procedure.
17. Invalidity of assembly resolutions.
18. Administrative body: structure, functions, appointment, and cessation from office.
19. Functioning of the board of directors. Delegated bodies. Directors' liability.
20. The board of statutory auditors.
21. External controls on social activity.
22. Changes to the articles of association: withdrawal.
23. Increase and reduction of share capital (overview).
24. The limited liability company.

At the end of the course, the student should have acquired: i) institutional knowledge of the discipline and legal concepts related to the examined institutions; ii) the ability to present discipline and legal concepts with appropriate form and correct technical terms; iii) an understanding of the meaning of legal institutions and their respective disciplines, and therefore the ability to frame and solve problems based on the correct application of relevant discipline; iv) mastery of the system of business and company discipline, that is, the ability to properly connect the various studied institutions with each other.