ADVANCED COMMERCIAL LAW
(objectives)
1) Knowledge and understanding: the course aims at providing the student with the knowledge and ability to understand a) the meaning of share capital and equity as a mechanism for protecting creditors in joint-stock companies, b) the functions and main aspects of financial statements, c) the function of the directors through the study of its responsibilities, d) the phenomenon and discipline of groups of companies, and e) the function and discipline of transformation, merger and division operations. 2) Applying knowledge and understanding: through an in-depth study of the individual institutes, including case studies, the course aims at providing the student with knowledge and ability to understand the issues mentioned in point 1) above, not limited to the theoretical approach of the questions, but such as to allow the understanding of the application implications of the relevant notions and the problems that practice presents to the jurist. 3) Making judgements: the course aims at stimulating the student's critical spirit, providing him/her with the essential methodological tools, also in view of a possible future in-depth study of the legal institutes dealt with in the course, for the examination and study of the normative sources, of the doctrinal contributions and of the jurisprudence. 4) Communication skills: also by attending the lessons, the course aims at improving the student's communication and expositive skills with reference to commercial law, stimulating the acquisition of the relevant technical language. 5) Learning skills: the course aims to stimulate the student's curiosity towards the subject, requiring commitment and attention in the study of both general topics and detailed issues, in order to improve the student's learning ability.
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Teacher
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LA MARCA Ermanno
(syllabus)
1. Objective: to understand the meaning of share capital and equity as a mechanism for protecting creditors in the joint-stock company 1.1. The capital legal limit 1.2. The Contributions and Acquisitions by Members or Directors 1.3. Capital maintenance rules 1.4. Transactions on the Company’s Own Shares 1.5. Serious Losses
2. Objective: to understand the main functions and aspects of the annual accounts 2.1. The financial year 2.2. The Financial Statements structure and contents 2.3. Accounting Principles 2.4. Financial Statements Approval Procedure 2.5. Dividend Distribution and Interim Dividends
3. Objective: to understand the function of the directors through the study of its responsibilities 3.1. Liability to company 3.2. Liability to company creditors 3.3. Shareholder personal action and third-party claim
4. Objective: to understand the phenomenon and discipline of groups of companies 4.1. The subjection to management and co-ordination 4.2. The liability arising from management and co-ordination 4.3. Transparency obligations arising from management and co-ordination 4.4. Subordinated and postponed loan 4.5. “Withdrawal from the Group”
5. Objective: to understand the function and discipline of transformation, merger and division operations 5.1. The transformation: scope and limits 5.2. Merger and Division: scope and limits
(reference books)
Recommended text for the study of the legal constructs involved in the programme: G. FERRI, Manuale di diritto commerciale, a cura di C. ANGELICI - G.B. FERRI, Utet, last edition. According to the student’s preferences, using other updated university textbooks is allowed. It is recommended that students, including non-attendants, study the notes and case study material made available on the portal. In any case, it is necessary to integrate the study of the individual legal constructs with the examination of the Civil Code, the laws concerned and the judgments that will be made available on the portal.
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Dates of beginning and end of teaching activities
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From to |
Delivery mode
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Traditional
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Attendance
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not mandatory
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Evaluation methods
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Oral exam
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