Ateneo - UPO

Business enterprise in the Italian Constitution. Business activity and the business as a going concern. An introduction to business crisis law. Companies in general. Partnerships and corporations.

• S. Ambrosini, L’impresa nella Costituzione, Zanichelli, 2024.
• G.F. Campobasso, Manuale di diritto commerciale, latest edition, UTET (up to and including p. 405).
• S. Ambrosini, Amministrazioni, controlli e responsabilità nella società per azioni alla luce del codice della crisi, della l. 35/2025 e del decreto capitali 47/2026, UTET Giuridica, 2026, limited to the following parts: Chapter I, sections 1-10; Chapter II, sections 1-14; Chapter III, sections 1-7; Chapter IV, sections 1-6; Chapter V, sections 1-12; Chapter VI, sections 1-4; Chapter VII, sections 1-5; Chapter VIII, sections 1-6.
• As an alternative to Campobasso’s textbook, students may use the more detailed textbook edited by G. Cottino, Diritto commerciale, Zanichelli, 7th edition, 2026, with the corresponding parts excluded.
• The parts of the syllabus from which students attending classes are exempt will be specified during the first lecture. These exemptions apply only to students attending classes.

To acquire a foundational knowledge of business and company law.

Knowledge of the main concepts and rules of private law, particularly persons, property, obligations, contracts and civil liability, together with an understanding of the fundamental principles of constitutional law.

Lectures.

Gender equality is addressed in Chapter VII, section IV, of L’impresa nella Costituzione, entitled “La valorizzazione delle diversità nella corporate governance: le quote di genere” (“Promoting diversity in corporate governance: gender quotas”).

Oral examinations, with the possibility of introducing written tests with open-ended questions.
Students with disabilities, specific learning difficulties (DSA) or special educational needs (BES) may request dedicated services and support tools by contacting the Staff Sviluppo e Coordinamento Carriere e Servizi alle Studentesse e agli Studenti and consulting the relevant University webpage: https://uniupo.it/it/servizi/servizi-studentidisabili-e-dsa
After contacting the University support team, students with disabilities, specific learning difficulties or special educational needs may contact the course lecturer to discuss adjustments to examination arrangements in relation to the academic requirements of the course.
In discussing environmental, social and governance (ESG) issues and the objective of sustainability, the course will emphasise the importance of good corporate governance in its various dimensions, including gender equality.

The course is divided into three parts. The first will introduce the general principles governing business activity and their practical implications. The second will examine the provisions of the Italian Civil Code governing entrepreneurs, business undertakings, competition, partnerships and corporations, including through the discussion of selected practical cases. The third and final part will provide an in-depth examination of a topic of particular theoretical and practical importance: management and supervisory functions in joint-stock companies and the related liabilities.
The chapters and sections of the prescribed textbooks that students attending classes are exempt from studying will be specified during the first lecture.

By the end of the course, students will be able to understand and explain the constitutional principles governing business activity and the main concepts and rules of business and company law, distinguishing between different legal categories of entrepreneurs and business entities and outlining the legal framework governing businesses as going concerns and their transfer. Students will also be able to identify the functions, duties and liabilities of management and supervisory bodies, understanding the importance of adequate organisational, administrative and accounting arrangements and the key connections with business crisis law and sustainability. The knowledge acquired will enable students to analyse basic legal issues, identify the relevant legal provisions and develop reasoned arguments using appropriate legal terminology, as well as to undertake further independent study of the subject.