BUSINESS LAW II

The course is a core educational activity in the Bachelor's Degree.
The course aims to provide students with the knowledge of the remaining part of corporation law not explained in Business and Economic Law I course, and, moreover, of the law relating to cooperative companies, groups of companies, consortia, and some general principles about bankruptcy law and negotiable instruments; during the course additional notions on financial intermediaries and issuers law will be also provided.

1. Knowledge and understanding
1.1 Knowing the conditions and understand the effects of extraordinary transactions, as well as the formation of groups of companies.
1.2 Knowing the distinctive features of cooperative societies and understand their specificities by reason of the particular aim pursued.
1.3 Knowing the rules of accounting law and business crisis.
1.4 Knowing the case and the discipline of credit securities and in its essential lines the discipline of the financial market
2. Ability to apply knowledge and understanding
2.1 Knowing how to place the various cases referred to in nos. 1.1 and 1.3 in the evolutionary cycle of the company, also in corporate form.
2.2 Knowing how to identify the particular rules that govern cooperative societies.
2.3 Understanding the different circulation laws of debt securities, even when they are subject to dematerialisation.
3. Ability to judge
3.1 Ability to interpret the legal texts.
3.2 Ability to assess the scope of the institutions analyzed on the basis of their legal consequences.
3.3 Ability to identify the point of balance between the different interests that revolve around the phenomena analyzed.
4. Communication skills
4.1 Knowing how to communicate the specificities of commercial law, using appropriate terminology.
4.2 Knowing how to interact with the examiners, critically and dialogically, during the exam test.

Mandatory prerequisites: Commercial law 1

Amendments to corporations' charter and the sharehoders' right of withdrawal.
The budget formation process.
Dissolution, liquidation and extinction of capital companies.
Cooperative corporations.
Extraordinary operations: transformation, merger and demerger.
The direction and coordination activity. The groups.
The consortia. The EEIG. Other forms of business integration.
The securities market: products, activities, public offers. Listed companies.
The business crisis and insolvency.
Debt securities.

Civil Code (optional edition, necessarily updated)
AA.VV., Commercial law edited by Lorenzo De Angelis, Cedam, Milan, 2020: chapters IV, XII, XIII, XV (Sect. V, parr. 14-16) XVI (par. 14 and 15), XIX, XX, XXII, XXIII, XXIV (Sect. I, parr. 1 and 2; Sect. II, par. 1 and 3; Sect. III, par. from da 2 to 6; Sect. IV, par. 1; Sect. V), XXV, XXVI (Sect. I; Sect. II, par. 2; Sect. III; Sect. IV, par. from 1 to 4.3. and from 4.11. to 4.14.); Sect. V; Sect. XI, par. from 1 to 3, 10 and 11), XXVII.
Supplementary teaching materials (doctrine articles, sentences, etc.) will be included in the Moodle space of the course.

The assessment of the learning takes place through an oral final test, aimed at ascertaining the knowledge of the topics covered by the program.

Frontal lessons with interactions with students

Italian

oral

This subject deals with topics related to the macro-area "Circular economy, innovation, work" and contributes to the achievement of one or more goals of U. N. Agenda for Sustainable Development