Ateneo - UPO

PART I – COMPANY LAW, I
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
Introduction to the main commercial contracts used for distribution.

It is essential an updated edition of the italian Civil Code and of the complementary acts.
Recommended textbooks:
PART I – COMPANY LAW, I
Gli imprenditori e le società nel sistema economico, diretto da M. Irrera, Giappichelli, 2026.
or
AA.VV., Lineamenti di diritto commerciale, a cura di Cottino, Zanichelli, latest ed.

PART II – COMPANY LAW, II
Gli imprenditori e le società nel sistema economico, diretto da M. Irrera, Giappichelli, 2026.
or
AA.VV., Lineamenti di diritto commerciale, a cura di Cottino, Zanichelli, latest ed.

PART III – COMMERCIAL CONTRACTS
AA.VV., I nuovi contratti d'impresa, a cura di M. Irrera, E. Fregonara, M. Spiotta, Giuffrè, 2025.

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 is delivered primarily through teacher-led instruction (DE) in the form of lectures, supplemented by interactive teaching activities (DI), including exercises, discussions, and exam simulations.

Proven and solid knowledge of private and civil law.

1. Knowledge and understanding.
Traditional face-to-face lessons and self-study based on teaching materials here suggested.
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.

In-class exercises and/or exam simulations.
The examination is oral and is aimed at assessing students’ communication skills, their ability to use appropriate technical terminology, and their ability to make connections among the various topics covered. To achieve a high grade, students must be able to use their knowledge and understanding of the course content independently in order to engage in an in-depth discussion of critical aspects relating to the topics covered and to present their conclusions clearly and logically.
For the module on contracts, an optional written test is scheduled at the end of the course, consisting of open-ended questions consistent with the course content.

The assessment is expressed on a 30-point scale and takes into account the level of knowledge and understanding of the course content, the ability to use technical terminology appropriately, the ability to establish connections among the various topics covered, autonomy in developing arguments, and the clarity and coherence of the presentation. Grades are awarded according to the following ranges:
<18 – Fail Gaps in knowledge, inadequate use of technical terminology, unclear presentation.
18–22 – Satisfactory Essential knowledge, not yet fully adequate use of technical terminology, basic connections among topics.
23–26 – Good Good knowledge of the course content, appropriate use of technical terminology, relevant connections and clear argumentation.
27–30 with honours – Very good/Excellent In-depth knowledge, full command of technical terminology, autonomy, critical thinking skills and ability to establish well-developed connections among topics.

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
Management and Control
The System with a Board of Statutory Auditors
The System with a Supervisory Board
The System with a Management Control Committee
The accounting controls
The external audit
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; Consignment contract; Commission agreement
Distribution agreement; supply contratc; franchising

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.