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Part I - Prof. Giuseppe Liccardo

Part II - Prof. Corrado Bocci

ECTS: 10

Contents: The course first examines the fundamentals of the Italian legal system with a special emphasis on company and trade law. In order to assure that students have a great understanding of the increasing significance of business organizations in contemporary society, the course includes analysis of Community Regulations that permit the creation and management of companies with a European dimension such as the Regulations about European company (SE) model or the European Economic Interest Grouping (EEIG). New legal fields will be considered with an international perspective, such as intellectual property, business associations, antitrust, securities, financial market and dispute resolution systems, including litigation and arbitration. With these foundations, students will have to consider all the dynamic financial and economic forces driving economic internalization and trade liberalization. Finally, the course purposes to acquaint students with engaging in a series of simulations based on real-life legal and business case studies that allow them to apply their knowledge.

Course content

1) Private enterprise and fundamental constitutional principles – Commercial undertakings – Special regulatory categories: agricultural undertaking, small and medium-sized undertakings – Private enterprise outside of the market: the model of social undertaking – Advertising and commercial undertakings – Legal accounting – Commercial representation – The hidden entrepreneur. The objective and subjective elements of civil liability. 2) The intellectual property law. Inventions and patents – Registered trade marks. 3) Business and the market. Freedom of establishment – Open competition and antitrust in the Community law – Protection of competition and the market. Abuse of dominant position. Cartels which have as their object or effect the material prevention, restriction or distortion of competition – Business contracts and contractual principles. 4) Companies and corporate governance.Non-stock corporation: a) causal structures. Limited partnership; b) ordinance, profits, losses; c) administration; d) creditors rights; e) dissolution – Joint stock companies. Types of companies – Public limited liability companies: a) Shares and securities; b) separation between ownership and control; c) the corporate governance: Assembly, Administration, Controls; d) shareholders and creditors rights; e) maintenance and alteration of capital; f) division and merger by acquisition or by the formation of new companies. – Private limited-liability companies: a) formation; b) regulation of the activity; c) governance, administration and control; d) the model of a single member company; e) shareholders and creditors rights. – Investment companies with variable capital – The regulatory regime of investment firms performing investment services and investment activities. – Cooperatives – The regulatory regime of holding companies. 5) Types of companies regulated by Community law: a) the European Economic Interest Grouping (EEIG); b) the European company (SE); c) the European Cooperative Society (SCE). 6) Group claimant procedures. – Bankruptcy – Failure proceedings. – Substantive and judicial effects of declaration of failure – Closing of failure – Other procedures. 7) Credit securities. Specifications: a) abstraction; b) incorporated rights. The bill of exchange. The draft. The cheque. 8) The global trading systems. Rules of negotiating and “lex mercatoria”. International business transaction. Dispute resolution systems: a) litigation; b) arbitration. 9) Nature of Agency and Agency Law, Agency and Other Legal Concepts Whereby One Person May or May Not Perform Services for Another, Creation of Agency, The Agent/Principal Relationship, Liability of Principal and Agent to Third Parties, Termination of Agency. Types of Business Organizations, General Partnerships, Limited Partnerships, Franchises. Nature of a Corporation, Background of Corporations, Corporate Attributes, Formation of the Corporation, Types of Corporations, Nature and Content of the Charter, Bylaws, Corporate Powers and Limitations on Them; Regulation of Foreign Corporations. Corporate Overview, Shareholders, Board of directors, Officers, Other Employees, Termination of the Corporation. Corporate Financial Structure, Securities Regulation, Liability of Accountants. Property as a Legal Concept, Personal Property, Joint Ownership of Property, Real Property, Comparison of Major Property Arrangements. Trusts and Wills, Insurance. Sherman Act, Clayton Act, Monopoly Power, Robinson – Patman Act, Federal Trade Commission Act, Antitrust Law Enforcement, Exemptions from Antitrust Laws.

Textbooks:

Business Law, Robert W. Emerson, J.D., ed. Barron’s, fifth edition, chapters 14, 15, 16, 17, 18, 20, 21 e 22 and didactic materials provided in class.

Aims: To acquaint students with fundamentals of commercial law and techniques of legal interpretation in accordance with the principles laid down in the Community competition and trade law, especially in the field of corporate governance, company law, commercial and financial market. To gain institutional knowledge in the field of intellectual property law, international business transaction and group claimant procedures.

The course analyzes the legal institutions listed below through the comparison of the legal systems of English-speaking countries (UK, U.S.) with the Italian legal system.

Teaching and examination methods: Lectures; written and oral exam.

[Ultima modifica: mercoledì 30 novembre 2016]