BUSINESS LAW II

The course has compulsory subjects and is characteristic of the class of Economics and management.
Complementing Commercial law I, the course appreciates and exploits other legal aspects of the business in all its various forms. It highlights the regulation concerning the amendments of the certificate of corporation, transformation, merger and spin-off, the dissolution, liquidation and extinction of companies, the group of companies, the cooperative 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 commercial law I course.

Partnership partly limited by shares.
Limited liability company.
The amendments of the certificate of corporation.
Withdrawal right.
The procedure and the approval of the financial statement.
Bonds.
Assets intended for a specific business affair.
Dissolution, liquidation and extinction of companies.
Cooperative companies.
Mutual associations(general principles).
Transformation, merger and spin-off.
Group of companies.
Listed companies (general principles).
Essential features of the business distress and elements of bankruptcy law.
Negotiable instruments.

Civil code (updated edition)
AA.VV., Diritto commerciale by Lorenzo De Angelis, vol. I, Cedam, Milan, 2017: chapters XII, XIII, XIV and XV; AA.VV., Diritto commerciale by Lorenzo De Angelis, vol II, Cedam, Milan, 2017: chapters I (general principles), II, III, IV, V, VI (general principles), VII, VIII, X (general principles), XI (general principles) and XII.
Additional learning material (such as doctrine articles, judgements, etc.) will be posted on the teacher’s website.

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

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