.- Commercial Law
PROF. CLAUDIO FRIGENI
COURSE AIMS
The course aims to explain the special interests involved in carrying on business
and whose composition is the subject matter of a complex and detailed set of rules
that revolve around it. Special attention will be paid to rules in terms of the
financing and organisation of an enterprise, highlighting the differences to be
found in positive law depending on the methods chosen to conduct business (sole
proprietorship, partnership, company, cooperative society or group structure).
COURSE CONTENT
Historic and systemic introduction to commercial law (from the law merchant to
commercial law understood as business law). The central role of the enterprise in
commercial law. Enterprise in the Civil Code. Outline of general business law:
publication, representation and accounting documentation. The business and its
transfer. Business crises and insolvency proceedings: aspects. The forms of
business organisation: in particular, carrying on business as a body (association,
cooperative society and for-profit companies). Business assets and separate legal
personality. Carrying on business through a vehicle and imputation of
profits/losses.
Carrying on business through a company or partnership. Financial and
organisational aspects. Partnerships: rules governing de facto partnerships (s.s.),
general partnerships (s.n.c.) and limited partnerships (s.a.s). Companies: limited
liability companies (s.r.l.) and joint stock companies (s.p.a.). Carrying on business
through a cooperative society: aspects. Carrying on business through a group
structure.
Credit instruments: general principles. Dematerialised securities. Bills of exchange
and cheques.
READING LIST*
FOR THE PART ON BUSINESS LAW AND CREDIT INSTRUMENTS
G. F. CAMPOBASSO, Diritto commerciale – 1. Diritto dell'impresa, 6th ed., Utet, Turin, 2008 (pp. 1160 and 264-290).
G. F. CAMPOBASSO, Diritto commerciale – 3. Contratti, Titoli di credito, Procedure concorsuali,
4th ed., Utet, Turin, 2008 (Part II, pp. 245-326; Part III, pp. 327-344, 355-380 and 393-429).
alternatively
M. CIAN. (ED.), Diritto commerciale, Giappichelli, Turin, 2013, Vol. I, (pp. 1-166, 277-360 and
436-450)
FOR THE PART ON COMPANY LAW
G. F. CAMPOBASSO, Diritto commerciale – 2. Società, 8th ed., Utet, Turin, 2012 (pp. 1-699).
alternatively
M. CIAN. (ED.), Diritto commerciale, Giappichelli, Turin, 2013, Vol. II, (pp. 1-784 and 885-918)
alternatively
G. PRESTI – M. RESCIGNO, Corso di diritto commerciale – II. Società, 5th ed., Zanichelli, Bologna,
2011 (pp. 1-357).
Students attending lectures may be assigned other textbooks to use for the exam.
* Students are informed that the insolvency law portion of the course programme is an
integral part of the exam also for any student who has included Insolvency Law in their own
study plan.
TEACHING METHOD
Lectures that mainly adopt a seminar-style approach, which presupposes knowledge of parts
of the textbooks from time to time specified and the additional material (academic writings
and caselaw) made available in advance through the Blackboard platform. All students are
advised to master basic Blackboard functions. During the course tutorials may be held so as
examine some specific topics in depth.
ASSESSMENT METHOD
Oral examination in a single session only.
NOTES
Students must first have passed the exam on Principles of Private Law before sitting the
exam for Commercial Law.
It is indispensible that students use an up-to-date version of the Civil Code that includes the
associated laws. Students must know about any legislative or regulatory changes that may
occur during the course of the year, details of which will be published on Blackboard and on
the lecturer’s webpage (http://docenti.unicatt.it/ita/claudio_frigeni/).
Further
information
can
be
found
on
the
lecturer's
webpage
at
http://docenti.unicatt.it/web/searchByName.do?language=ENG or on the Faculty notice
board.