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
Umberto Michele Carbonara By email appointment (umbertomichele.carbonara@gmail.com).
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: Economia e Management
Date Time Classroom / Location
Date Time Classroom / Location

Learning Objectives

The course aims to provide students with the fundamental theoretical concepts and the institutional and general knowledge on the legal framework regulating individual and collective enterprises, their crisis as well as markets and transactions.

In particular, the course aims to convey to students the theoretical concepts and theories necessary for understanding:
• the basic legal and economic sectors, with particular reference to the operations of private business, both in individual and associate form;
• the national and EU rules and systems relating to economic and business activity and 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.

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 publicity
b. Accounting records
c. Commercial Representation
2.5 The firm
2.6 Consortia between entrepreneurs

Part II

3.1. The companies
a. The notion of company
b. Types of companies and corporations
3.2 The simple company. The company in collective name
3.3 The limited partnership

3.4 Limited liability company

3.5 The cooperative society
4.1 The corporation
a. Constitution
b. Contributions
4.2 Shares and other financial instruments
4.3 Relevant shares
4.4 Corporate organs
a. The shareholders meeting
b. Administrators and administration systems: traditional, dualistic, monistic
c. The Board of Statutory Auditors and the Auditing Body
4.5 External controls
4.6 The budget
4.7 Amendments to the Constituent Act
4.8 Bonds
4.9 The individual rights of the shareholder
4.10 Groups of companies
4.11 The company in partnership with shares

4.12 The dissolution of capital companies
4.13 Transformation. Merging and Splitting
a. Transformation
b. Merger
c. Split

5.1 The business crisis: bankruptcy and other bankruptcy proceedings

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)

The course aims to provide students with the legal institutional knowledge on economic and entrepreneurial activities in all their forms, individual and collective, and on business’ legal acts. This knowledge enables students to better understand the important changes affecting modern society, the origins and the evolution of regulations, of legal norms and contracts and the complex and multifarious economic aspects of entrepreneurial activities. Students acquire autonomy of judgement and communication skills that are most useful in both business environments and professional activities.

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 exercises and 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. 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. 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 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 in-depth 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, dedicated to emerging themes of company and bankruptcy law. The seminars will take place during the first semester. The teaching material prepared by the lecturers (such as slides, lecture notes, tutorials) and specific communications from the lecturers will be available, along with other support activities, on the Moodle platform.


Teaching, Attendance, Course Books and Assessment

Teaching

Classroom-taught lessons on the topics in the course program, with special attention to the general framework and to the regulation of business activity, as well as to the law regulating all types of enterprises.

Innovative teaching methods
Course books

G.F. CAMPOBASSO, Manuale di diritto commerciale, UTET, 7th ed. (M. Campobasso ed.), 2017, excluding chapters VI (I segni distintivi), VII (Opere dell'ingegno. Invenzioni industriali), XXXVI (L'intermediazione mobiliare), XLIX (Le procedure concorsuali delle crisi da sovraindebitamento).

Assessment

The Commercial Law exam consists of a written and an oral examination, that can be taken on the same day (this is the typical scenario).

The written exam consists of two open questions, lasts 40 minutes and takes place immediately before the oral part. All students participating to the written exam take it at the same time. Grading is done immediately after the written exam ends and results are communicated to candidates in the exam room. To be admitted to the oral, a pass grade must be obtained in at least one question (grades are: fail, pass, decent, good). The final grade will take into account also the grade in the written exam.

Students withdrawing from the written exam and those not admitted to the oral can retake the written exam in the next exam date in the same exam session.

Additional Information for Non-Attending Students

Course books

Same as for attending students.

Assessment

Same as for attending students.

« back Last update: 02/09/2022

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