Ateneo - UPO

PART I – COMPANY LAW
1. The entrepreneur and the enterprise.
2. Partnerships, copartnerships, limited partnerships.
PART II – COMPANY LAW, II
1. Stock companies and limited companies.
2. Cooperative companies.
3. Groups of companies.
4. Mergers and other extraordinary transactions.
PART III – COMMERCIAL CONTRACTS
The main commercial contracts.

It is essential an updated edition of the italian Civil Code and of the complementary acts. Recommended textbooks: S. AMBROSINI, L'impresa nella Costituzione. Introduzione al corso di diritto commerciale. Ultima edizione. Zanichelli Editore. PART I – COMPANY LAW, I 1. AA.VV., Lineamenti di diritto commerciale, directed by Cottino, Zanichelli, 7ª ed., 2026. PART II – COMMERCIAL CONTRACTS AA.VV., I nuovi contratti d'impresa, a cura di M. Irrera, E. Fregonara, M. Spiotta, Giuffrè, 2ª ed., 2025.
For examination purposes, students are required to study the sections of the recommended textbooks corresponding to the topics analytically listed under “Content”. Any supplementary materials made available on the DIR platform are intended for further study and do not modify the examination syllabus set out herein.

1) Knowledge and understanding.
The course’s purpose, throughout the study of enterprises, partnerships
and stock companies and commercial contracts is to provide students
with appropriates instruments to understand and correctly apply the rules
of law in each individual case with a critical attitude and an appropriate
technical language.
2) Applying knowledge and understanding.
The course’s purpose is to allow the comprehension of scholars’ works
and judicial decisions.
3) Making judgments.
The course’s purpose is to provide students the instruments to be able to
grasp the main issues of the subject, to apply them to practical cases and
to critically analyze the different interpretations of a rule.
4) Communication skills.
The course’s purpose is to provide the student with the ability to
rigorously use the legal technical language.
5) Learning skills.
The students will become familiar with the most important pieces of
legislation and sources of bibliographic references.
The course carries 12 ECTS credits, corresponding to 90 hours of in-person teaching activities, consisting of lectures (teacher-led instruction – DE) and exercises (interactive teaching – DI), and 210 hours of individual study (self-directed learning).

Proven and solid knowledge of private and civil law.

1. Traditional face-to-face lessons and self-study based on teaching
materials here suggested or indicated during the course.
2. Applying knowledge and understanding.
Exercises carried out by the Professor during the course.
3. Making judgments.
Students will be stimulated to interpret the rules during face-to-face lessons.
4. Knowledge of technical language – Communication skills.
The meaning of legal terms will be explained during the course.
5. Learning skills.
Starting from the rule of law, doctrinal and case-law developments
related to every legal instrument will be analyzed.

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.

With reference to the topic of gender equality, Chapter VII, Section IV, of the book The Enterprise in the Constitution (the enhancement of diversity in corporate governance: gender quotas) is dedicated to these issues.

The final examination is oral and is designed to assess students' knowledge and understanding of the legal institutions covered by the course, their ability to apply legal rules to specific cases, their independent judgement in interpreting legal provisions and assessing different scholarly and case-law approaches, as well as their ability to use appropriate legal terminology.
Assessment criteria. To achieve a passing grade (18–20/30), students must demonstrate an essential but accurate knowledge of the main legal institutions and the ability to explain them using appropriate legal terminology. A more complete knowledge of the subject and a good ability to establish connections between legal institutions and apply the relevant rules to straightforward cases will generally correspond to grades between 21 and 24/30. The ability to analyse legal issues independently, establish systematic connections and critically discuss different interpretations will generally correspond to grades between 25 and 27/30. A complete and in-depth knowledge of the subject, combined with a high degree of independent judgement, the ability to apply legal rules to complex cases, rigorous legal reasoning and full command of technical legal terminology, will correspond to grades between 28 and 30/30. Honours may be awarded where the student demonstrates outstanding performance in all the above areas.

0. The constitutional discipline in business matters (articles 41-47 of the Constitution).

PART I – COMPANY LAW, I
The enterpreneur (art. 2082 c.c.)
The farmer and the trader
The small enterpreneur
The public enterprise
The beginning and the end of the business activity
The rules about the trader
The company and its selling
The GEIE
The business networks
The distinctive features (general principles)
The company
Company, association, consortia
The ordinary partnership
The partnership type “in nome collettivo”
The partnership type “in accomandita semplice”.

PART II – COMPANY LAW, II
The stock company
The company incorporation
The stock company with a sole partner
The assets intended for specific business affairs
The partners contributions
The shares and their trading
The participative financial instruments
The shareholders' meeting
The management and coordination of companies
The directors
The board of internal auditors
The accounting controls
The external audit
The two-tier system and the one-tier system
The balance sheet
The modification of Articles of Association
The bonds
The limited liability companies
The company “in accomandita per azioni”
The dissolution and winding-up of companies
The extraordinary transactions
The cooperative companies (general principles).

PART III – COMMERCIAL CONTRACT
General principles
Sale and purchase agreement; vending; cash&carry; e-commerce;
countertrade
Consignment contract; commission agreement
Distribution agreement; supply contratc; franchising
Mandate agreement; agency contract; mediation
The procurement contract and the subcontracting; engineering; catering;
coworking; outsourcing; handling
The custodian agreement
Adversiting contract; sponsorship contratc; merchandising
Leasing; factoring
Computer contract

1. Knowledge and understanding. By the end of the course, students will have acquired adequate knowledge of the fundamental institutions of commercial law and business contract law and will be able to understand their legal framework and economic and legal functions.

2. Applying knowledge and understanding. Students will be able to apply the knowledge acquired to specific cases, identifying the relevant legal rules and possible solutions to the legal issues considered.

3. Making judgements. Students will be able to critically assess different interpretations developed by legal scholarship and case law and to form independent judgements on the issues addressed.

4. Communication skills. Students will be able to present the knowledge acquired clearly, accurately and in a reasoned manner, using appropriate legal terminology.

5. Learning skills. Students will acquire the methodological tools needed to explore the topics covered independently and to keep up with legislative and case-law developments in the field.