Business and commercial law
A.A. 2018/2019
Obiettivi formativi
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.
At 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 an hypothetical client the company model;
recommend to an hypothetical client the contracts and the agreements to regulate the developing innovative business and projects.
At 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 an hypothetical client the company model;
recommend to an hypothetical client the contracts and the agreements to regulate the developing innovative business and projects.
Risultati apprendimento attesi
Non definiti
Periodo: Terzo trimestre
Modalità di valutazione: Esame
Giudizio di valutazione: voto verbalizzato in trentesimi
Corso singolo
Questo insegnamento non può essere seguito come corso singolo. Puoi trovare gli insegnamenti disponibili consultando il catalogo corsi singoli.
Programma e organizzazione didattica
Edizione unica
Responsabile
Periodo
Terzo trimestre
STUDENTI FREQUENTANTI
Programma
- entering and exiting the corporation:
o shares transferability and limits; drag and tag along;
o exit;
- 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
- foundations of IP law
o shares transferability and limits; drag and tag along;
o exit;
- 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
- foundations of IP law
Propedeuticità
Students should be familiar with company law (basic) and private law.
Prerequisiti
The final mark results from a weighted evaluation of written exam(s), group assignments, participation in case discussions and in all class activities.
Metodi didattici
· 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
· 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
Materiale di riferimento
STUDENTI NON FREQUENTANTI
Textbook: Class materials also include an edited selection of judicial decisions, law review articles and statutes. A full list is provided at the beginning of the course.
Programma
- shareholders conflicts in closed corporations;
- board of directors;
- creditor protection;
- bankruptcy
- shares;
- foundations of IP law
- board of directors;
- creditor protection;
- bankruptcy
- shares;
- foundations of IP law
Prerequisiti
The final mark results from a weighted evaluation of written exam(s).
Materiale di riferimento
Textbook: BACHMANN, GREGOR / EIDENMÜLLER, HORST / ENGERT, ANDREAS / FLEISCHER, HOLGER / SCHÖN, WOLFGANG, Regulating the Closed Corporation, De Gruyter, 2013 (all the chapters of the textbook)
A list of further materials is provided at the beginning of the course.
A list of further materials is provided at the beginning of the course.
Docente/i