Ateneo - UPO

The corporate governance
PARTNERSHIPS
STOCK COMPANIES
LISTED COMPANIES
COMPANY LIMITED BY SHARES
LIMITED LIABILITY COMPANY
COOPERATIVES
SUPERVISED COMPANIES
PUBLIC COMPANY
The governance of partnerships in the Spanish legal system

An updated version of the Civil Code is essential. Other recommended readings: AA.VV., Diritto del governo delle imprese, diretto da Maurizio Irrera, Giappichelli, Torino, 3da ed., 2025. In class, additional materials are proposed and used (cases, supplementary readings etc.) which are then published on the course page.

Knowledge and understanding
Through the study of the governance of different types of companies, the course aims to enable students to acquire the ability to interpret and apply legal rules to practical cases with a critical approach and using appropriate legal terminology.
Applying knowledge and understanding
The course aims to enable students to understand legal scholarship and case law.
Making judgements
The course aims to enable students to acquire a sound command of the legal concepts covered, the ability to apply them in practice, to identify possible interdisciplinary aspects, and to assess, also from a critical perspective, the various interpretations of a legal provision.
Communication skills
The course aims to enable students to use legal terminology accurately and rigorously.
Learning skills
Students will learn to identify and use the main legal and bibliographical sources.

The course is delivered primarily through teacher-led instruction (DE) in the form of lectures, supplemented by interactive teaching activities (DI) such as discussions, in-depth analyses, contributions from guest speakers and experts, and other activities consistent with the course content.

Students must have proven knowledge of Commercial Law.

1. Knowledge and understanding.
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.

VERY IMPORTANT

APP students have an 8 cfu program, PARTS: I, II, III, see Content.

Students of Law and MEF of 6 credits, PARTS: I (Managment), II (only MEMBER' S RIGHT OF CONTROL and STATUTORY AUDITORS), III (Visiting Professor, M. Troncoso Reigada) see Content.

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 written. Specifically, the exam consists of essay questions aimed at verifying an in-depth knowledge of the rules of law, the ability to apply the knowledge of the legal institutes to concrete cases and the ability to critically interpret the rules of law.Students are given the option of taking two classroom exercises.
The assessment, expressed on a 30-point scale, takes into account the level of knowledge and understanding of the legal concepts covered, the ability to apply them to practical cases, the ability to interpret legal provisions critically, and the clarity and coherence of the argumentation. Grades are awarded according to the following ranges:

Notion of corporate governance and the historical relationship between
the general assembly and the board of directors:
Part I: MANAGEMENT
- COMPETENCES
- APPOINTMENT
- PERSONAL REQUIREMENTS (Integration with the gender dimension, regarding the composition of the directors board)
- PROHIBITION OF COMPETITION
- COMPANIES DIRECTORS
- TERMINATION
- REPLACEMENT
- STRUCTURE AND FUNCTIONING
- ORGANISATIONAL STRUCTURE
- DUTIES
- REMUNERATION
- LEGAL REPRESENTATION
- LIABILITY AND BUSINESS JUDGMENT RULE
- GENERAL DIRECTOR

Part II:CONTROL SYSTEMS AND ALTERNATE CORPORATE GOVERNANCE
SYSTEMS
- MEMBER' S RIGHT OF CONTROL
- STATUTORY AUDITORS (Integration with the gender dimension, regarding the composition of the statutory auditors)
- AUDIT
- EXTERNAL CONTROL
- INTERNAL SYSTEM CONTROL
- “ORGANISMO DI VIGILANZA”
- The System with a Supervisory Board and The System with a Management Control Committee

Part III (Visiting Professor, M. Troncoso Reigada):
The governance of partnerships in the Spanish legal system

A) Knowledge and understanding
We hope that students gain knowledge and understanding on corporate
governance, with particular attention to decision making, management
diligence and management supervision.
B) Applying knowledge and understanding
We hope that students are able to properly apply rules studied.
C) Making judgements
We hope that the students gain critical skills in evaluating the answer
provided by the professionals, including case law.
D) Communication skills
We hope that the students are able to discuss the issues and to propose
solutions.
E) Learning skills
We hope that the students gain the methodological basis about the legal
research on law matters and are able examine in depth the subjects
discussed during the course.