BUSINESS LAW II

The course is a core educational activity in the Bachelor's Degree in Business Administration.
The course aims at providing students with the knowledge of the second part of Business Law, and at analysing the regulation concerning the amendments of the instrument of incorporation,
the conversion, the merger and spin-off, the dissolution, winding-up and extinction of companies, the group of companies, the cooperative companies, the consortia, the financial market, the listed companies, the general principles of the business distress and the negotiable instruments.

1. Knowledge and understanding
1.1 Knowledge of the prerequisites and understanding of the effects of the amendments of the certificate of corporation, of a transformation, merger and spin-off, of the dissolution, liquidation and extinction of companies, and of the creation of a group of companies.
1.2 Knowledge of the main features of the cooperative companies and understanding of the special nature of the of mutuality.
1.3 Knowledge of the essential principles of the bankruptcy law.
1.4 Knowledge of the type and legislation of the negotiable instruments.
2. Applied skills of knowledge and understanding
2.1 Capability of identification of the events mentioned at nn. 1.1 and 1.3 during the business activity, including the case of companies.
2.2 Capability of distinction of the main features of the discipline about the cooperative companies.
2.3 Comprehension of the various laws concerning the negotiable instruments, including the dematerialised ones.
3. Evaluation
3.1 Comprehension of the text of the law.
3.2 Capability of evaluation of the legal consequences of the elements envisaged in the content of the course.
3.3 Capability of balancing the different interests concerning the elements envisaged in the content of the course.
4. Communication skills
4.1 Proper reporting of the specific features of commercial law.
4.2 Critical and dialogical interaction with the examiners during the examination.

Students must know the legal instruments of the Private Law course and of the Business Law I course.

1. Amendments of the instrument of incorporation and withdrawal right.
2. Procedure and approval of the financial statements.
3. Dissolution, winding-up and extinction of companies.
4. Cooperative companies.
5. Conversion, merger and spin-off.
6. Group of companies.
7. Consortium, e.e.i.g. and other collaboration agreements between enterprises.
8. Financial market: products, activities, public offers. Listed companies.
9. Business distress and bankruptcy.
10. Negotiable instruments.

AA.VV., Diritto commerciale, by L. De Angelis, 2nd edit., Wolters Kluwer Cedam, Milan, 2020:
chapters IV, XII, XIII, XV (14-16), XVI (14-15), XIX, XX, XXII, XXIII, XXIV (I, 1-2; II, 1 e 3; III, 2-6; IV, 1; V), XXV, XXVI (I; II, 2; III, IV, 1-4.3 e 4.11-4.14; V, XI, 1-2 e 10), XXVII,
corresponding to pp. 125-136, 397-421, 490-493, 535-544, 581-626, 633-698, 701-702, 704, 711- 720, 721- 723, 728-746, 755-781, 782-783, 790-811, 820-825, 829-854, 876-878, 883-885, 887-936.

Codice civile (up-to-date edition).

Additional learning material will be uploaded to Moodle platform.

The final exam consists exclusively in an oral test in order to verify the knowledge and comprehension of the course contents, the proper reporting of them and the ability of consulting legal texts.

Frontal lecture and teaching-students interaction.

Italian

Accessibility, Disability and Inclusion
Accommodation and support services for students with disabilities and students with specific learning impairments

Ca' Foscari abides by Italian Law (Law 17/1999; Law 170/2010) regarding support services and accommodation available to students with disabilities. This includes students with mobility, visual, hearing and other disabilities (Law 17/1999), and specific learning impairments (Law 170/2010). If you have a disability or impairment that requires accommodations (i.e., alternate testing, readers, note takers or interpreters) please contact the Disability and Accessibility Offices in Student Services: disabilita@unive.it.

oral

This subject deals with topics related to the macro-area "Human capital, health, education" and contributes to the achievement of one or more goals of U. N. Agenda for Sustainable Development