Università degli Studi di Urbino Carlo Bo / Portale Web di Ateneo


COMMERCIAL LAW
DIRITTO COMMERCIALE

A.Y. Credits
2022/2023 8
Lecturer Email Office hours for students
Carlo Emanuele Pupo By appointment via email
Teaching in foreign languages
Course with optional materials in a foreign language English
This course is entirely taught in Italian. Study materials can be provided in the foreign language and the final exam can be taken in the foreign language.

Assigned to the Degree Course

Economics and Management (L-18 / L-33)
Curriculum: Amministrazione d'Impresa e Professione
Date Time Classroom / Location
Date Time Classroom / Location

Learning Objectives

•    The course aims to convey to students the theoretical concepts and theories necessary for understanding:
•    • basic legal and economic sectors, with particular reference to the operations of private business, both in individual and associate form;
•    • the national and Community rules and systems relating to economic and business activity, the legal discipline of the functioning of the markets and the rules governing the activity of economic, individual and collective actors;
•    • the aims, contexts and effects of the policies of law and economic policies, with particular reference to the activity of private business enterprises
The course aims to provide students with the concepts and theoretical basis necessary for understanding :  the basic legal and economic sectors , with particular reference to private commercial enterprise , both individually and combined ; the norms and national and EU systems concerning the economic and business activities , the legal regime of functioning of markets and the rules governing the activities of economic actors , individual and collective; the purposes , contexts and effects of policies of law and economic policy with special reference to the activities of private commercial enterprises

Program

Part I

1.1 Introduction
2.1 The entrepreneur
2.2 The categories of entrepreneurs
A. Agricultural Entrepreneur and Business Entrepreneur
B. Small Entrepreneur. Family business
C. Collective business. Public enterprise
2.3 Acknoweledgment of the businessman's quality
A. The imputation of business activity
B. Start and end of the business
C. Legal capacity and business
2.4 The businessman's legal statute
A. Legal Advertising
B. Accounting records
C. Commercial Representation
2.5 The firm
2.6 Distinctive signs
A. Brands
B. Trademarks
C.  Signs
2.7 Copyrights and Industrial inventions
A. Copyright
B. Industrial inventions
C. Industrial models
2.8 Competition rules
A. Anti-monopoly legislation
B. Limitations of competition
C. Unfair competition
2.9 Consortia between entrepreneurs

3. Credit Certificates in General
3.1 The bill
3.2 The bank check
3.3 Circular Checks

4.1 The business crisis: bankruptcy and other bankruptcy proceedings

Part II

5.1. The companies
A. The notion of company
B. Types of companies
5.2 The simple company. The company in collective name
5.3 The limited partnership

5.4 Limited liability company

5.5 The cooperative society
6.1 The corporation
A. Constitution
B. Contributions
6.2 Shares and other financial instruments
6.3 Relevant shares
6.4 Corporate organs
A. The shareholders meeting
B. Administrators and administration systems: traditional, dualistic, monistic
C. The Board of Statutory Auditors and the Auditing Body
6.5 External controls
6.6 The budget
6.7 Amendments to the Constituent Act
6.8 Bonds
6.9 The individual rights of the shareholder
6.10 Groups of companies
6.11 The company in partnership with shares

6.12 The dissolution of capital companies
6.13 Transformation. Merging and splitting
A. Transformation
B. Merger
C. Split

Bridging Courses

To take the exam in Commercial law,  students must comply with the general prerequisites, so, to take the exams of the second and subsequent years they must have acquired at least thirty credits from courses of the 1st year.

Moreover, as part of the prerequisites provided for the different disciplines in the degree program , it is not possible to take the examination of commercial law without having passed the exam of Institution of Private Law

Learning Achievements (Dublin Descriptors)

Knowledge and understanding:
At the end of the course, students must have acquired the knowledge and understanding of the national legal rules governing the conduct of business, both with regard to the individual and corporate undertaking, and the legal functioning of the markets, also with reference to the impacts on the policies of law and the economic policies of such regulations.
The acquisition of the aforementioned requirements will be verified through the following methods: intermediate tests and final exams of the individual courses;
Applied knowledge and understanding: students must be able to apply appropriately and flexibly the acquired knowledge in order to interpret and apply the rules on the conduct of the business activity of the national legal system , with appropriate references to EU and international law, together with the ability to understand the functioning of the markets and the behavior of the agents involved, and to make connection between the legal system of rules and the functioning of economic systems.

They will also have to acquire, including through databases, the ability to find and use the sources of law and jurisprudence, and the basic capacity to draft legal documents in negotiating, out-of-court and judicial contexts.
Acquisition of these requirements can take place through intermediate exercises and tests and final exams of the individual courses.
- Making judgments: Students must have the ability to link the knowledge acquired during the course into integrated and unitary schemes and to deal with complex problems independently and with their own judgment skills. In particular, such autonomy of judgment must be expressed through the acquisition of interpretative capacity, case analysis and qualification of the relationship between factualities and legal cases, so that they can be able to identify, represent and solve problems of protection of rights and resolution of inter-individual conflicts and collective ones, even to produce normative, negotiating and process texts that are clear, relevant and effective. The methods of teaching work with which these results will be achieved will be: frontal lessons with possible in-depth seminars.
- Communication skills: Students must acquire a clear and effective communication skills, thanks to a good mastery of the lexicon related to the topics dealt with during the course. In particular, they must acquire capacity to describe and deepen the legal issues in the relationship  both with professionals  as well as with potential customers or stakeholders. They will also have the ability to illustrate the logical and juridical pathways that lead to the solution of theoretical and application problems, as well as the ability to convince and expose the arguments, even in contradiction with other qualified subjects. The methods of teaching through which these results will be achieved will be: frontal lessons, with possible  seminars.
- Learning Skills: Students must have developed good learning skills, enabling them to deepen the knowledge gained during the course by addressing subsequent study paths and acquiring new knowledge and skills through professional and work experience. Particularly, with reference to the course of commercial law, they will have to acquire basic skills and tools for the constant updating of their competencies; ability to understand the complexity of the legal phenomenon; ability to follow the evolution of the right to life autonomously and to deepen it. The methods of teaching work with which these results will be achieved will be primarily in frontal lessons, with possible in-depth seminars.

Teaching Material

The teaching material prepared by the lecturer in addition to recommended textbooks (such as for instance slides, lecture notes, exercises, bibliography) and communications from the lecturer specific to the course can be found inside the Moodle platform › blended.uniurb.it

Supporting Activities

In-depth seminars will be held with the attribution of CFU, dedicated to the theme of Corporate Social Responsibility and social reporting.  The seminars will take place during the semester at the Fano headquarters.

At the end of the seminar cycle, in order to obtain the ECTS, students will have to present a group work.  The teaching material prepared by the teachers (such as slides, lecture notes, tutorials) and specific communications from the teacher will be available, along with other support activities, on the Moodle platform.

Attending students will have the opportunity to access self-assessment tests with partial exemptions that will take place in the form of tests and will be held at the end of the lessons.


Teaching, Attendance, Course Books and Assessment

Teaching

The course includes predominantly the teaching mode of frontal lessons. During the lesson the teacher will explain the various institutes and their discipline in order to provide the students with a theoretical knowledge of the subject. In addition, the lecturer can present and discuss with the class a case law  (judgment, decree, order) to stimulate students' ability to solve concrete cases and develop their argumentative capacity in legal matters. The teaching material provided by the teacher will be published on the Moodle platform.

Attendance

Students attending at least two-thirds of the lessons will be considered attendants.

Course books

Educational materials and support activities:

The educational material provided by the teacher is available, along with other support activities on the Moodle> blended.uniurb.it platform

Recommended study texts:

1. G.F.  CAMPOBASSO, Manuale di diritto commerciale, UTET, 2017 or latest edition available (except part III relating to contracts and part V on insolvency procedures: skip from page 383 to page 500 and from page 545 to page 629 in the 2017 edition).  The part on bankruptcy and insolvency procedures must be replaced with the following text: M. CIAN (edited by), Manuale di diritto commerciale, Turin, Giappichelli, 4th edition, 2021, Section VIII (p. 197-310), The crisis of company, in relation to the new regulations of insolvency.

2.Educational material provided by the teacher available, along with other support activities on the Moodle> blended.uniurb.it platform


The study of the manuals will have to be accompanied by consultation of the civil code in an updated edition.

Assessment

Every student, attending or not, should pass the final exam in form of an oral interview on the topics discussed in the abovementioned reference texts. The oral interview mode allows students to show, in addition to their communicative abilities, their acquisition of the analytical and critical skills required by  the complexity of the subject and the matters object of the course, of which he or she must demonstrate adequate knowledge and understanding.
By the interview, expected learning outcomes will be evaluated through three or more questions. The evaluation criteria and scores are determined according to the following scale:
• less than 18/30 - insufficient level: the candidate does not achieve any of the learning outcomes provided for in the "knowledge and understanding skills" point;
• 18-20 / 30 - sufficient level: the candidate achieves, in particular, the learning outcomes provided for in "Knowledge and understanding skills";
• 21-23 / 30 - Fully sufficient: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills" and "knowledge and understanding of applied skills";
• 24-26 / 30 - good level: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills"; "Applied understanding and understanding" and "autonomy of judgment";
• 27-29 / 30 - very good level: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills"; "Knowledge and understanding skills applied"; "Autonomy of judgment" and "communicative abilities";
• 30-30 and praise - excellent level: the candidate fully achieves the learning outcomes provided for in the "knowledge and understanding skills" points; "Knowledge and understanding skills applied"; "Autonomy of judgment"; "Communicative abilities" and "ability to learn". 

In particular circumstances (such as, for example, high number of students enrolled in the exam, health safety needs, etc.) the teacher may provide for the test to take place in writing.  In this case the test will take place in the manner indicated below.

 The written test will consist of 30 multiple choice questions (which must be solved in 30 minutes) and which concern the acquisition of the fundamental notions on each part of the program.
 The multiple choice questions will award a score of 1 point for each correct answer and zero points for each omitted or incorrect answer.  By answering the multiple choice questions, students will have to demonstrate their knowledge of the institutes and related discipline.

 Furthermore, attending students will have the opportunity to access self-assessment tests with partial exemptions that will take place in the form of tests and will be held at the end of the lessons.

 At the oral exam, attending students must also proceed to the presentation of an oral essay on the topics of corporate social responsibility, social balance sheet, social business, microcredit, the materials of which will be published in a specific section of the blended page of the course.  The student will have to choose from among these a topic to be explored and on which to face the oral exam.

Disabilità e DSA

Le studentesse e gli studenti che hanno registrato la certificazione di disabilità o la certificazione di DSA presso l'Ufficio Inclusione e diritto allo studio, possono chiedere di utilizzare le mappe concettuali (per parole chiave) durante la prova di esame.

A tal fine, è necessario inviare le mappe, due settimane prima dell’appello di esame, alla o al docente del corso, che ne verificherà la coerenza con le indicazioni delle linee guida di ateneo e potrà chiederne la modifica.

Additional Information for Non-Attending Students

Teaching

Individual study of exam texts mentioned above and of the material on the blended platform

Attendance

Individual study of exam texts mentioned above and of the material on the blended platform

Course books

Educational materials and support activities:


The educational material provided by the teacher is available, along with other support activities within the Moodle> blended.uniurb.it platform

Recommended study texts:

1. G.F.  CAMPOBASSO, Manuale di diritto commerciale, UTET, 2017 or latest edition available (except part III relating to contracts and part V on insolvency procedures: skip from page 383 to page 500 and from page 545 to page 629 in the 2017 edition).  The part on bankruptcy and insolvency procedures must be replaced with the following text: M. CIAN (edited by), Manuale di diritto commerciale, Turin, Giappichelli, 4th edition, 2021, Section VIII (p. 197-310), The crisis of company, in relation to the new regulations of insolvency.

2.Educational material provided by the teacher available, along with other support activities, within the Moodle> blended.uniurb.it platform


The study of the manuals will have to be accompanied by consultation of the civil code in an updated edition.

Assessment

Every student, attending or not, should take the final exam in form of an oral interview on the topics discussed in the abovementioned reference texts. The oral interview mode allows students to show, in addition to their communicative abilities, their acquisition of the analytical and critical skills required by  the complexity of the subject and the matters object of the course, of which he or she must demonstrate adequate knowledge and understanding.
By the interview, expected learning outcomes will be evaluated through three or more questions. The evaluation criteria and scores are determined according to the following scale:
• less than 18/30 - insufficient level: the candidate does not achieve any of the learning outcomes provided for in the "knowledge and understanding skills" point;
• 18-20 / 30 - sufficient level: the candidate achieves, in particular, the learning outcomes provided for in "Knowledge and understanding skills";
• 21-23 / 30 - Fully sufficient: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills" and "knowledge and understanding of applied skills";
• 24-26 / 30 - good level: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills"; "Applied understanding and understanding" and "autonomy of judgment";
• 27-29 / 30 - very good level: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills"; "Knowledge and understanding skills applied"; "Autonomy of judgment" and "communicative abilities";
• 30-30 and praise - excellent level: the candidate fully achieves the learning outcomes provided for in the "knowledge and understanding skills" points; "Knowledge and understanding skills applied"; "Autonomy of judgment"; "Communicative abilities" and "ability to learn".

On special conditions (such as in the case of a large number of students participating in the exam or exceptional reasons of health and hygiene safety), the teacher may provide that exams may exceptionally take place in written rather than oral form.  The modalities of the written exams will be those indicated below:

The written test will be about the following topics: business activity, bankruptcy  procedures and credit certificates, and about companies and corporations. The written test will consist of  30 multiple choice questions (to be resolved in a 30-minute period), which concern the acquisition of the fundamentals of each part of the program.
Multiple Answer Questions will give a 1 point score for each correct answer and zero points for each missed or incorrect answer. By responding to multiple choice questions, students will have to demonstrate knowledge of the institutes and their discipline.

Disabilità e DSA

Le studentesse e gli studenti che hanno registrato la certificazione di disabilità o la certificazione di DSA presso l'Ufficio Inclusione e diritto allo studio, possono chiedere di utilizzare le mappe concettuali (per parole chiave) durante la prova di esame.

A tal fine, è necessario inviare le mappe, due settimane prima dell’appello di esame, alla o al docente del corso, che ne verificherà la coerenza con le indicazioni delle linee guida di ateneo e potrà chiederne la modifica.

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