Business and Commercial Law
A.Y. 2019/2020
Learning objectives
The aim of the course is to illustrate the regulation of the private limited liability company in Italy ("s.r.l.") and in the other systems (mainly in the Anglo-American systems) at both a theoretical and a practical level, with specific regard to the use of limited liability company for start-up businesses.
The main topics deal with core corporate law issues: financial structure; corporate governance and the interrelations between financing arrangements and the latter (drag and tag along); shareholders' rights, including exit. Moreover, the course also surveys a number of related topics in bankruptcy and in intellectual property law.
The course is made up of two related parts. The first part includes a description of the basic rules and principles of the limited liability company in Italy and in the main other systems.
The second part deals with the topics that are more relevant for start-up businesses, such as: shareholder voting, contributions and contributions in kind; shares and crowd-funding; shareholders loan and bankruptcy.
Theory is enriched by using case studies, individual and group assignments.
The main topics deal with core corporate law issues: financial structure; corporate governance and the interrelations between financing arrangements and the latter (drag and tag along); shareholders' rights, including exit. Moreover, the course also surveys a number of related topics in bankruptcy and in intellectual property law.
The course is made up of two related parts. The first part includes a description of the basic rules and principles of the limited liability company in Italy and in the main other systems.
The second part deals with the topics that are more relevant for start-up businesses, such as: shareholder voting, contributions and contributions in kind; shares and crowd-funding; shareholders loan and bankruptcy.
Theory is enriched by using case studies, individual and group assignments.
Expected learning outcomes
By the end of the course student will be able to compare the Italian regulation with the other regulations; understand and tackle the issues that arise when dealing with start-up s.r.l.; understand the main problems and different possible phases of a start-up s.r.l. since the foundation to the dissolution of the entity; solve the main problems at the practical level; suggest to a hypothetical client the company model; recommend to a hypothetical client the contracts and the agreements to regulate the developing innovative business and projects.
Lesson period: Third trimester
Assessment methods: Esame
Assessment result: voto verbalizzato in trentesimi
Single course
This course cannot be attended as a single course. Please check our list of single courses to find the ones available for enrolment.
Course syllabus and organization
Single session
Responsible
Lesson period
Third trimester
Course syllabus
- entering and exiting the corporation:
o shares transferability and limits; drag and tag along clauses;
o exit rights.
- financial structure:
o share capital and contributions. Contributions in kind;
o rights issue and preemtive right;
o equity based crowdfunding and share classes for Srl-PMIs;
o debt based financing for Srl-PMIs;
o shareholders loans and undercapitalization;
- corporate governance:
o shareholders. Voting and other rights; shareholders' meeting;
o conflicts between majority and minority shareholders;
o directors;
o auditors and other controls;
- creditor protection:
o losses and capital maintenance (exceptions for startups);
o directors (and shareholders) liability;
o bankruptcy
o shares transferability and limits; drag and tag along clauses;
o exit rights.
- financial structure:
o share capital and contributions. Contributions in kind;
o rights issue and preemtive right;
o equity based crowdfunding and share classes for Srl-PMIs;
o debt based financing for Srl-PMIs;
o shareholders loans and undercapitalization;
- corporate governance:
o shareholders. Voting and other rights; shareholders' meeting;
o conflicts between majority and minority shareholders;
o directors;
o auditors and other controls;
- creditor protection:
o losses and capital maintenance (exceptions for startups);
o directors (and shareholders) liability;
o bankruptcy
Prerequisites for admission
Students should be familiar with company law (basic) and private law.
Teaching methods
The course will be taught through different methods combined: lectures, discussions of case studies, presentations by students in-class and project works.
· Face-to-face lectures
· Guest speaker's talks (in-class or in distance)
· In-class exercises
· Theories and/or case studies discussions (in-class or in distance)
· Oral presentations of individual/group assignments
· Face-to-face lectures
· Guest speaker's talks (in-class or in distance)
· In-class exercises
· Theories and/or case studies discussions (in-class or in distance)
· Oral presentations of individual/group assignments
Teaching Resources
Textbook: BACHMANN, GREGOR / EIDENMÜLLER, HORST / ENGERT, ANDREAS / FLEISCHER, HOLGER / SCHÖN, WOLFGANG, Regulating the Closed Corporation, De Gruyter, 2013 (all the chapters of the textbook)
Class materials: they include slides, a selection of judicial decisions, law review articles and articles of associations/bylaws. A full list is provided at the beginning of the course on ariel.
Class materials: they include slides, a selection of judicial decisions, law review articles and articles of associations/bylaws. A full list is provided at the beginning of the course on ariel.
Assessment methods and Criteria
The final mark results from a weighted evaluation of written exam(s). The final exam consists of five multiple choice questions (each question is worth 3 points) and of two essay questions (each question is worth 8 points).
For attending students only.
Group assignment: attending students only have the opportunity to apply the knowledge acquired by carrying out 2 practical cases in group. The group assignment will be scheduled according to the didactic calendar. Each work will be evaluated with a score from 0 to 3 based on completeness, ability to apply the theoretical knowledge and originality. The groups that complete both assignments will be given a score equal to the average of the assessments achieved in each. This incremental score will be added to the mark obtained in the written test. The additional score associated with the group work remains valid until the September appeal.
Attending students are given the privilege to pick two exam questions of their choice out of a list of three.
For attending students only.
Group assignment: attending students only have the opportunity to apply the knowledge acquired by carrying out 2 practical cases in group. The group assignment will be scheduled according to the didactic calendar. Each work will be evaluated with a score from 0 to 3 based on completeness, ability to apply the theoretical knowledge and originality. The groups that complete both assignments will be given a score equal to the average of the assessments achieved in each. This incremental score will be added to the mark obtained in the written test. The additional score associated with the group work remains valid until the September appeal.
Attending students are given the privilege to pick two exam questions of their choice out of a list of three.
IUS/04 - BUSINESS LAW - University credits: 6
Lessons: 40 hours
Professor:
Abu Awwad Amal
Shifts:
-
Professor:
Abu Awwad AmalProfessor(s)