Business and Commercial Law
A.Y. 2021/2022
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
The lectures will be in person, if possible. Should this not be possible, the lectures will be on Microsoft Teams. Students can attend the lectures both synchronously ("live") based on the timetable and asynchronously ("recorded") because the lessons will be recorded and be available to the students on the same platform.
The program and reference material will not be affected.
The class materials include slides (power point), a selection of judicial decisions, law review articles and articles of associations/bylaws. They will be available on Ariel approximately one week before the start of each lesson.
The final exam consists of a written exam. I will use proctorio or the Moodle SEB platform depending on the number of students
The program and reference material will not be affected.
The class materials include slides (power point), a selection of judicial decisions, law review articles and articles of associations/bylaws. They will be available on Ariel approximately one week before the start of each lesson.
The final exam consists of a written exam. I will use proctorio or the Moodle SEB platform depending on the number of students
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.
· Lectures (in-class or in distance)
· 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
· Lectures (in-class or in distance)
· 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.
Class materials: they include slides, a selection of judicial decisions, law review articles and articles of associations/bylaws.
Assessment methods and Criteria
The final exam consists of a written exam.
For ATTENDING STUDENTS
The final exam consists of two parts.
Part 1 has three multiple choice questions, each of which is worth 2 point. There is only one correct answer for each question.
Part 2 has four open ended questions, each of which is worth 8 points. Attending students have the privilege of picking three exam questions of their choice from a list of four.
Students have eighty (80) minutes to complete the exam.
Students may not consult other persons, books or materials.
NON ATTENDING STUDENTS
The exam consists of two parts.
Part 1 has three multiple choice questions, each of which is worth 2 point. There is only one correct answer for each question.
Part 2 has four open ended questions, each of which is worth 6 points.
Students have eighty (80) minutes to complete the exam.
Students may not consult other persons, books or materials.
The tests will be assessed based on the following criteria: a) firstly the ability to carry out consistent reasoning on the topics of the course; b) secondly the critical approach taken to concepts and the use of analytical skills; c) thirdly knowledge of the topics covered in the course.
For ATTENDING STUDENTS
The final exam consists of two parts.
Part 1 has three multiple choice questions, each of which is worth 2 point. There is only one correct answer for each question.
Part 2 has four open ended questions, each of which is worth 8 points. Attending students have the privilege of picking three exam questions of their choice from a list of four.
Students have eighty (80) minutes to complete the exam.
Students may not consult other persons, books or materials.
NON ATTENDING STUDENTS
The exam consists of two parts.
Part 1 has three multiple choice questions, each of which is worth 2 point. There is only one correct answer for each question.
Part 2 has four open ended questions, each of which is worth 6 points.
Students have eighty (80) minutes to complete the exam.
Students may not consult other persons, books or materials.
The tests will be assessed based on the following criteria: a) firstly the ability to carry out consistent reasoning on the topics of the course; b) secondly the critical approach taken to concepts and the use of analytical skills; c) thirdly knowledge of the topics covered in the course.
Professor(s)