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, last ed.

PART II – COMMERCIAL CONTRACTS
AA.VV., I nuovi contratti d'impresa, a cura di M. Irrera, E. Fregonara, M. Spiotta, Giuffrè, 2022.

The parts of the volumes that need to be studied will be indicated by the teacher during the first lesson of the course.

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

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.

Practice exercises and exam simulations might be addressed during the course.
The final exam is oral. Before the oral examination, the students may be required to have passed a written selection.

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 ability in learning.
The student acquires ability in learning and in understanding in the field
of commercial law, business and society.
2) Competence in applying the acquired knowledge and understanding.
The student is able to implement the knowledge critically learned and in
particular gains the ability to use the model investigated, on one hand,
with reference to companies and their several models and, on the other
hand, with regard to the relations between shareholders, and then in
relation to the most general relationships occurring between
entrepreneurs.
3) Autonomy of judgments.
The student matures ability to critically evaluate the issues regarding t
enterprises and companies' right and acquires a sense of direction in the
field.
4) Communicational skills.
The student acquires the ability to understand and address problems
associated to the corporate and company world, as well as to showcasing
the knowledge learned.
5) Learning ability.
The student acquires the methodological basis of legal research and
mature ability to study issues approached during the course.