Corsi di Studio del Dipartimento di Giurisprudenza

Particular attention is devoted to the system of sources of Commercial and Corporate Law (Business Law), to the historical origins of the rules, to their economic function, to their systematic position, to case law and scholars’ interpretation. The study of the fundamental concepts of Business Law requires a good knowledge of Private Law.

The teaching also aims to initiate students in the analysis of concrete legal cases in order to develop their argumentative skills. These activities are part of a training course aimed at providing each student with useful skills for developing the ability to interpret and apply the law, required by the world of the professions.

At the end of the course, the students will have to demonstrate:

- to know the concepts and regulations of the institutions being examined, understanding the rationale and the interests protected;

- to master with sufficient certainty the regulatory sources (national and European) that regulate Business law;

- to explain the subject with correct technical terminology;

- to be able to compare the Business law institutions with the corresponding ones in Civil Law.

The main topics taught will be the following (for the 3 CFU additions for students from any three-year course of study and from Global Law, see below in the part relating to the 3 CFU):

Module I semester: 1. Entrepreneur, enterprise, business. 2. Business tools (notes of the entrepreneur's distinctive signs and contracts). 3. Companies and other collective forms of carrying out economic activity. 4. Partnerships. 5. Capital companies. Introductory notes.

Module II semester: 6. Limited Liability companies. Types and models. General principles. 7. The Italian Public Limited Liability Company: the Società per Azioni (S.P.A.). 8. Another Italian type of public limited liability company: the Società in Accomandita per Azioni (S.A.P.A.). 9. Companies listed on the stock exchange. 10. Cooperative societies/companies. 11. Groups of companies. 12. Extraordinary corporate transactions (conversion, merger and division). 13. Dissolution and Winding-up. 14. The Italian Private Limited Liability Company: the Società a Responsabilità Limitata (S.R.L.).

An updated civil code must be used.

Program based on credits and recommended handbook:

Program 12 credits: G. Cottino, Lineamenti di diritto commerciale, Zanichelli, 2022, excluding:

• Paragraphs from 6 to 12 of Chapter IV («Gli strumenti di esercizio dell’impresa») of Part One,
• the entire Third Part («La crisi dell’impresa»)

Program 9 cfu: G. Cottino, Lineamenti di diritto commerciale, Zanichelli, 2022, excluding:

• the Paragraphs from 6 to 12 del Cap. IV («Gli strumenti di esercizio dell’impresa») della Parte Prima,
• the Chapter III («L’organizzazione corporativa nelle società per azioni quotate») della Section III, Second Part,
• the Sections IV («I Gruppi») e V («Mercato del controllo, appello al pubblico risparmio, partecipazioni rilevanti e OPA») of the Second Part;
• the entire Third Part «La crisi dell’impresa».

Program 3 cfu: 

for students from any three-year course of study (with the exception of Global Law) the program will focus on: the bodies of Italian Public Limited Liability Company [i.e.: the Società per Azioni (S.P.A.)] and the entire Italian Private Limited Liability Companies [i.e.: the Società a Responsabilità Limitata (S.R.L.)]. The parts of the recommended handbook (G. Cottino, Lineamenti di diritto commerciale, Zanichelli, 2022) are the following:

• the Paragraphs from 17 to 47 of the Chapter II («La s.p.a.: struttura finanziaria e organizzazione corporativa»), Section III, Second Part.
• The Chapter IV, Section III, Second Part («La s.r.l.: struttura finanziaria e organizzazione corporativa»)

for students from Global Law the program will focus on: the Partnerships and the bodies of Italian Public Limited Liability Company [i.e.: the Società per Azioni (S.P.A.)]. The parts of the recommended handbook (G. Cottino, Outlines of commercial law, Zanichelli, 2022) are the following:

• The entire Section II («Società di persone») of the Second Part,
• The Paragraphs from 17 to 47 of the Chapter II («La s.p.a.: struttura finanziaria e organizzazione corporativa»), Section III, Second Part.

Lectures of a total of 80 hours (12 cfu)

I semester: 6 cfu, 40 hours, prof. Mia Callegari, prof. Fabrizio Sudiero

II semester: 6 cfu, 40 hours, prof. Mia Callegari, prof. Fabrizio Sudiero

The materials presented during the lecture and useful for further study and preparation for the exam will be uploaded to the moodle platform.

During the year, tutoring meetings are planned (in person or via streaming to review some topics explained during the lecture).

The tutor is Dr. Davide Vitale (davide.vitale@unito.it). Participation is recommended for those who experience greater difficulty in studying the subject.

Attendance at the lecture is highly recommended.

During the year, experiential teaching activities (simulated trials, case analysis...) and in-depth events will be planned.

Enrollment in the course is recommended, as it is necessary to receive any communications and access the materials.

Students will be able to acquire additional credits by participating in the activities proposed by the teachers and, among others, in the digital storytelling seminar (podcast: https://linktr.ee/ilawyou).

The exam will take place through an oral interview aimed at verifying the effective learning of the fundamentals of commercial law (Business Law), with the study method described above.

For the purposes of the evaluation, the student's ability to explain the exam subject with correct technical terminology will be taken into account.

For attending students it will be possible to participate to an anticipated partial exam relating to the first semester program, the timing and methods of which will be communicated during the lectures.