Ateneo - UPO

The course examines the body of rules governing business activity in the marketplace, namely the general legal framework applicable to enterprises and business undertakings. The course focuses, in particular, on companies established in corporate form, providing a comprehensive illustration of the organisational and operational rules pertaining to the various corporate models available under Italian law, with specific regard to partnerships and corporations. In its concluding part, the course addresses the principal commercial contracts, namely the contractual instruments through which an enterprise organises the distribution of its products, procures financing and enters into cooperative arrangements with other undertakings.

Students may freely choose between the following reference textbooks:

– G.F. Campobasso, Manuale di diritto commerciale, UTET, 2026. For the purposes of the examination, the material to be studied consists of Parts I and II (limited to commercial law) and Part III (specifically chapters 27, 28, 29, 32, 33, 34, 35, 36, 37, and 38), focusing on contract law;

– G. Presti – M. Rescigno, Corso di diritto commerciale, Single Volume, Zanichelli, 2025. For the purposes of the examination, the material to be studied includes Lessons I through V (inclusive) and XVIII through XXXVI (inclusive), limited to commercial law, as well as Lessons VI, VII, and VIII (chapters 1 and 4), IX, and X, limited to contract law.

Additional study materials shall be communicated during the course of lectures and made available on the DIR page of the course. Students are encouraged to consult the online platform on a regular basis in order to access the supplementary materials provided by the lecturer.

The course aims, on the one hand, to provide students with the legal knowledge necessary to understand the principal interpretative and applicative issues arising under the Italian legal system in connection with the conduct of business activity and their economic implications; and, on the other hand, to develop the capacity for critical analysis of the prevailing regulatory framework, a competency that is essential in the pursuit of any professional endeavour. Specifically, the course is designed to:
– impart knowledge of the Italian legal framework governing enterprises, commercial companies and commercial contracts;
– develop the ability to identify and interpret the rules applicable to concrete factual scenarios in the field of commercial law;
– foster an understanding of the economic and organisational implications of the various corporate forms;
– facilitate the acquisition of transferable competencies relevant to professional practice in business management and administration, including the ability to read and assess the principal contractual structures employed in commercial practice.

Eligibility to sit the examination is restricted to students who have successfully passed the Private Law examination, which constitutes a mandatory prerequisite. A foundational knowledge of the institutions of private law is also recommended, with particular reference to the law of obligations and contracts.

The course is structured around a series of lectures devoted to the exposition of the legal institutions covered in the syllabus. In addition to traditional instructional methods, the following interactive activities are envisaged:
– analysis and commentary of judicial decisions and case law of particular significance in the field of commercial law;
– collective examination of corporate and contractual documents, including articles of association, shareholders’ resolutions, shareholders’ agreements and templates of commercial contracts (e.g. agency, franchising and leasing agreements).
The pedagogical approach is designed to foster active participation and to encourage the development of critical and autonomous thinking among students.

Students with disabilities or with Specific Learning Disorders (SLD) or with Special Educational Needs (SEN) may request dedicated services and support tools by contacting the Staff Sviluppo e Coordinamento Carriere e Servizi alle Studentesse e agli Studenti and by consulting the dedicated page on the University website: https://uniupo.it/it/servizi/servizi-studentidisabili-e-dsa. Students with disabilities, SLD or SEN, once they have established contact with the University Staff, may liaise with the lecturer responsible for the course in order to agree upon appropriate examination arrangements and to address any relevant pedagogical matters.

Assessment is conducted by means of a written examination consisting of three or more open-ended questions relating to the institutional content of the course. As an alternative, at the discretion of the lecturer, questions may require the resolution of practical cases, to which the student is expected to respond on the basis of the institutional knowledge acquired.

For attending students, one or more mid-term assessments are scheduled during the semester. Mid-term assessments follow the same format as the final examination and cover the topics addressed in lectures up to the date of the assessment. Additionally, mid-term assessments may include the analysis and commentary of judicial decisions on matters covered during the course.

Assessment criteria
Marks are awarded on a scale of thirty (30). The evaluation is based on the following criteria, aligned with the intended learning outcomes:
– Pass (18/30): the student demonstrates a basic understanding of the fundamental concepts of commercial law, presents the subject matter in a comprehensible — albeit not always terminologically precise — manner, and exhibits an elementary capacity to apply the relevant principles to straightforward factual scenarios.
– Intermediate grade (19–25/30): the student possesses an adequate knowledge of the institutions examined, is able to present the subject matter with sufficient clarity and appropriate use of legal terminology, and demonstrates the ability to draw connections between different topics and to apply knowledge to cases of moderate complexity.
– Excellence (26–30/30 cum laude): the student demonstrates a thorough and systematic command of the subject matter, presents arguments with rigour, full mastery of legal terminology and capacity for critical analysis. The student is able to draw cross-cutting connections between different institutions, to independently evaluate the solutions adopted in practice and in case law, and to articulate autonomous and original legal reasoning.

1. Introduction to the course. The general concept of entrepreneur. Commencement and cessation of the enterprise. 2. (Continued): Categories of entrepreneurs. 3. Attribution of business activity. 4. The special status of the commercial entrepreneur: registration requirements, accounting records and commercial representation. 5. The concept of a company. Types of companies. Simple partnership (società semplice) and general partnership (s.n.c.): formation. 6. (Continued): Capital structure; company activity. 7. Simple partnership and general partnership: dissolution of individual membership and winding-up of the company. 8. The limited partnership (società in accomandita semplice). 9. The joint-stock company (società per azioni): formation. 10. Capital contributions. 11. Shares: shareholding and the rules governing share categories; other forms of financing. 12. Rights and obligations of shareholders. 13. Transfer of shareholdings. 14. Transactions by the company in its own shares. 15. Internal organisation of the joint-stock company: general meeting and systems of administration and control; relations between corporate bodies. 16. The general meeting: powers and procedural rules. 17. Invalidity of resolutions of the general meeting. 18. The administrative body: structure, functions, appointment and removal from office. 19. Functioning of the board of directors. Delegated bodies. Directors’ liability. 20. The board of statutory auditors (collegio sindacale). 21. External controls on corporate activity. 22. Amendments to the articles of association: withdrawal rights. 23. Increase and reduction of share capital (overview). 24. The limited liability company (società a responsabilità limitata). 25. Gender balance on corporate boards: the Italian legislation on gender quotas on boards of directors (Law No. 120/2011, the “Golfo-Mosca Law”) and Directive (EU) 2022/2381 (the “Women on Boards Directive”). 26. Commercial contracts: notion, characteristics and applicable rules; the interplay between the general law of contract and the special regimes. 27. Distribution contracts. 28. (Continued): exclusive distribution (concessione di vendita) and franchising (Law No. 129/2004). 29. Industrial subcontracting (Law No. 192/1998) and the abuse of economic dependence. 30. Banking contracts: deposit, current account, credit facilities, advances against security and discounting. 31. Business financing contracts: leasing and factoring.

Upon completion of the course, the student shall have attained the following learning outcomes:

Knowledge and Understanding
The student shall acquire institutional knowledge of the law governing enterprises, commercial companies and the principal commercial contracts, together with the legal concepts pertaining to the institutions examined. At the minimum pass threshold, the student is expected to demonstrate knowledge of the fundamental concepts and principal rules of commercial law and of commercial contracts. For the attainment of excellence, the student shall demonstrate a systematic and in-depth comprehension of the regulatory framework, including the ability to appreciate its interconnections and problematic aspects.

Applying Knowledge and Understanding
The student shall be capable of identifying and correctly applying the relevant rules to concrete factual scenarios arising in connection with the conduct of business activity, including the characterisation and analysis of commercial contracts. At the minimum pass threshold, the student is expected to identify the applicable rules in straightforward cases. For the attainment of excellence, the ability to resolve complex questions through the integrated application of multiple regulatory institutions shall be required.

Making Judgements
The student shall develop the capacity for critical analysis of the prevailing regulatory framework, a competency that is essential in the pursuit of any professional endeavour. At the minimum pass threshold, the student is expected to identify the principal interpretative arguments. For the attainment of excellence, the ability to formulate autonomous, reasoned critical assessments shall be required.

Communication Skills
The student shall be able to present the relevant legal rules and concepts with appropriate form and correct technical terminology. At the minimum pass threshold, the student is expected to present the subject matter in a comprehensible and substantially correct manner. For the attainment of excellence, a rigorous mode of expression with full mastery of legal terminology shall be required.

Learning Skills
The student shall acquire mastery of the system of enterprise and company law, namely the ability to draw appropriate connections between the various institutions studied and to independently update their knowledge. At the minimum pass threshold, the student is expected to demonstrate the ability to navigate the relevant regulatory framework. For the attainment of excellence, the ability to independently pursue further study on relevant topics shall be required.