COMMERCIAL LAW - II

Business and Economic Law is a foundational course of the Bachelor's Degree in Economics and business.
The course aims to pick up where the course Business and Economic Law left off, expanding on company law. Students will be exposed in particular to subjects such as cooperative companies, groups of companies, consortia, negotiable instruments and some general principles about bankruptcy law; some glimpses of financial intermediaries and issuers will also be provided.

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 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.

Mandatory priority exam: Private Law (see https://www.unive.it/web/en/4624/exams ).
Students are expected to know the contents of the course of Business/Commercial (and Economic) Law I.

1. Amendments of the instrument of incorporation and withdrawal right.
2. Accounting principles and 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 and public offers.
9. Business distress and bankruptcy.
10. Negotiable instruments.

AA.VV., Diritto commerciale, by L. De Angelis, 3rd edit., Wolters Kluwer Cedam, Milan, 2024: chapters II (I; II, 1-3; III; V; VI; VII, 1-7; XI, 1, 2, 7), V, XIII, XIV, XVI (V, 14-16), XVII (3-15, 18), XX, XXI, XXIII, XXIV, XXV (I; II, 1 and 3; IV, 1; V), XXVII, corresponding to pp. 52-61, 62-68, 78-105, 115-116, 118, 153-168, 429-454, 523-527, 536-578, 585-588, 619-664, 669-735, 737-744, 746, 761-763, 768-785, 815-866.

Codice civile (updated edition; the versions edited by A. Di Majo, Giuffré Francis Lefebvre, or by G. De Nova, Zanichelli, are recommended).

Further material may be uploaded on Moodle.

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.

Regarding grade grading (mode by which grades will be assigned), regardless of attending or non-attending mode:
A. scores in the 18-22 range will be awarded in the presence of:
- sufficient knowledge and applied comprehension skills with reference to the syllabus;
- limited ability to collect and/or interpret data, making independent judgments;
- sufficient communication skills, especially in relation to the use of specific language pertaining to business and economics law;
B. scores in the 23-26 range will be awarded in the presence of:
- discrete knowledge and applied comprehension skills with reference to the syllabus;
- discrete ability to collect and/or interpret data, making independent judgments;
- discrete communication skills, especially in relation to the use of specific language pertaining to business and economics law;
C. scores in the 27-30 range will be awarded in the presence of:
- good or very good knowledge and applied comprehension skills with reference to the syllabus;
- good or excellent ability to collect and/or interpret data, making independent judgments;
- fully appropriate communication skills, especially in relation to the use of specific language pertaining to business law and economics.
D. honors will be awarded if knowledge and applied understanding with reference to the program, judgment and communication skills, excellent.

Frontal lecturing 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.

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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