Università degli Studi di Urbino Carlo Bo / Portale Web di Ateneo


COMMERCIAL LAW II
DIRITTO COMMERCIALE II MODULO

A.Y. Credits
2021/2022 6
Lecturer Email Office hours for students
Elisabetta Righini By appointment via email
Teaching in foreign languages
Course with optional materials in a foreign language English
This course is entirely taught in Italian. Study materials can be provided in the foreign language and the final exam can be taken in the foreign language.

Assigned to the Degree Course

Law (LMG/01)
Curriculum: Percorso comune
Date Time Classroom / Location
Date Time Classroom / Location

Learning Objectives

•    The course aims to convey to students the theoretical concepts and the theories necessary for understanding:
•    • basic legal and economic sectors, with particular reference to the operations of private business, both in individual and associate form;
•    • the national and Community rules and systems relating to economic and business activity, the legal discipline of the functioning of the markets and the rules governing the activity of economic, individual and collective actors;
•    • the aims, contexts and effects of the policies of law and economic policies, with particular reference to the activity of private business enterprises under the form of the corporation

Program

1.1 The corporation
A. Constitution
B. Contributions
1.2 Shares and other financial instruments
1.3 Relevant shares
1.4 Corporate organs
A. The shareholders meeting
B. Administrators and administration systems: traditional, dualistic, monistic
C. The Board of Statutory Auditors and the Auditing Body
1.5 External controls
1.6 The budget
1.7 Amendments to the Constituent Act
1.8 Bonds
1.9 The individual rights of the shareholder
1.10 Groups of companies
1.11 The company in partnership with shares

1.12 The dissolution of capital companies
1.13 Transformation. Merging and splitting
A. Transformation
B. Merger
C. Splitting

Bridging Courses

As part of the pre-requisites for the different disciplinary sectors present in the degree course, it is not possible to pass the Commercial Law exam without previously passing the exam of Institutions of Private Law

Learning Achievements (Dublin Descriptors)

The course-specific learning outcomes are placed within the scope of the learning outcomes for the CdS in Law for the year 2020 which are as follows:

  knowledge of the main corporate, corporate, securities and financial markets, as well as business crisis management procedures;
 - knowledge of the basic concepts and techniques for framing the main management problems in concrete situations both in the banking and financial fields.

 These attitudes are achieved through the development of a processing capacity of legal texts and documents in judicial and extrajudicial contexts, sometimes enhancing an interdisciplinary approach  if necessary

These attitudes are assessed by presenting papers, exercises on case law cases

 and other training experiences organized within the course of study.

 Within this framework, the specific learning outcomes of the Commercial Law II module are indicated below:

Knowledge and understanding:

At the end of the course, students must have acquired the knowledge and understanding of the national legal rules governing the conduct of business, both with regard to the individual and corporate undertaking, and the legal functioning of the markets, also with reference to the impacts on the policies of law and the economic policies of such regulations.


The acquisition of the aforementioned requirements will be verified through the following methods: intermediate tests and final exams of the individual courses;

Applied knowledge and understanding: students must be able to apply appropriately and flexibly the acquired knowledge in order to interpret and apply the rules on the conduct of the business activity of the national legal system , with appropriate references to EU and international law, together with the ability to understand the functioning of the markets and the behavior of the agents involved, and to make connection between the legal system of rules and the functioning of economic systems.

They will also have to acquire, including through databases, the ability to find and use the sources of law and jurisprudence, and the basic capacity to draft legal documents in negotiating, out-of-court and judicial contexts.

Acquisition of these requirements can take place through intermediate exercises and tests and final exams of the individual courses.

- Making judgments: Students must have the ability to link the knowledge acquired during the course into integrated and unitary schemes and to deal with complex problems independently and with their own judgment skills. In particular, such autonomy of judgment must be expressed through the acquisition of interpretative capacity, case analysis and qualification of the relationship between factualities and legal cases, so that they can be able to identify, represent and solve problems of protection of rights and resolution of inter-individual conflicts and collective ones, even to produce normative, negotiating and process texts that are clear, relevant and effective. The methods of teaching work with which these results will be achieved will be: frontal lessons with possible in-depth seminars.

- Communication skills: Students must acquire a clear and effective communication skills, thanks to a good mastery of the lexicon related to the topics dealt with during the course. In particular, they must acquire capacity to describe and deepen the legal issues in the relationship  both with professionals  as well as with potential customers or stakeholders. They will also have the ability to illustrate the logical and juridical pathways that lead to the solution of theoretical and application problems, as well as the ability to convince and expose the arguments, even in contradiction with other qualified subjects. The methods of teaching through which these results will be achieved will be: frontal lessons, with possible  seminars.

- Learning Skills: Students must have developed good learning skills, enabling them to deepen the knowledge gained during the course by addressing subsequent study paths and acquiring new knowledge and skills through professional and work experience. Particularly, with reference to the course of commercial law, they will have to acquire basic skills and tools for the constant updating of their competencies; ability to understand the complexity of the legal phenomenon; ability to follow the evolution of the right to life autonomously and to deepen it. The methods of teaching work with which these results will be achieved will be primarily in frontal lessons, with possible in-depth seminars.

Teaching Material

The teaching material prepared by the lecturer in addition to recommended textbooks (such as for instance slides, lecture notes, exercises, bibliography) and communications from the lecturer specific to the course can be found inside the Moodle platform › blended.uniurb.it

Supporting Activities

As part of the Business Law course and as a complementary seminar activity, a Laboratory on mediation and conciliation in civil and commercial matters will be organized. The Laboratory will be aimed at the participation of students enrolled in the Italian Mediation Competition which will be held at the Milan Chamber of Commerce, during which teams of students from several Italian universities will challenge in a series of simulations of mediation meetings. The training will be predominantly practical and will take place under the guidance of professional mediators belonging to the mediation and conciliation body Geocam, Geom. Campagna e Orsini. Participation in the laboratory will be optional and membership will be voluntary. The teaching material prepared by the lecturer (such as for instance slides, lecture notes, exercises) and specific communications from the lecturer can be found, togheter with other supporting activities, inside the Moodle platform.

During the academic year, other living law laboratories will also be activated, of which one about the drafting of contracts and negotiating documents and othe other one about the drafting of company documents, held by professionals in the legal and notary sector.


Didactics, Attendance, Course Books and Assessment

Didactics

The course is predominantly based on the teaching mode of frontal lessons. Each lesson will consist of two moments: in the first part of the lesson the teacher will explain the various institutes and their discipline in order to provide students with a theoretical knowledge of the subject. In the second part of the lesson, the lecturer will present and discuss together with the class a case law (judgment, decree, order) in order to stimulate students' ability to solve concrete cases and to develop their argumentative capacity in legal matters. The teaching material provided by the teacher will be published on the Moodle platform.

Attendance

Students attending at least two-thirds of the lessons will be considered attendants.

Course books

Teaching material and support activities:

The teaching material provided by the teacher can be found, together with other support activities, within the Moodle platform> blended.uniurb.it

Suggested texts:

F. Vella G. Bosi, Diritto ed economia delle società, Il Mulino, Bologna, 2020 latest edition

The volume can also be found on www.pandoracampus.it

The study of the manuals should be accompanied by the consultation of the civil code in an updated edition.

Assessment

Every student, attending or not, should take the final exam  in form of an oral interview on the topics discussed in the abovementioned reference texts. The oral interview mode allows students to show, in addition to their communicative abilities, their acquisition of the analytical and critical skills required by  the complexity of the subject and the matters object of the course, of which he or she must demonstrate adequate knowledge and understanding.
By the interview, expected learning outcomes will be evaluated through three or more questions. The evaluation criteria and scores are determined according to the following scale:
• less than 18/30 - insufficient level: the candidate does not achieve any of the learning outcomes provided for in the "knowledge and understanding skills" point;
• 18-20 / 30 - sufficient level: the candidate achieves, in particular, the learning outcomes provided for in "Knowledge and understanding skills";
• 21-23 / 30 - Fully sufficient: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills" and "knowledge and understanding of applied skills";
• 24-26 / 30 - good level: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills"; "Applied understanding and understanding" and "autonomy of judgment";
• 27-29 / 30 - very good level: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills"; "Knowledge and understanding skills applied"; "Autonomy of judgment" and "communicative abilities";
• 30-30 and praise - excellent level: the candidate fully achieves the learning outcomes provided for in the "knowledge and understanding skills" points; "Knowledge and understanding skills applied"; "Autonomy of judgment"; "Communicative abilities" and "ability to learn".

In particular circumstances, the teacher may provide that the exam will take place in writing, according to the methods indicated below.

Moreover, attending students will have the opportunity to choose whether to replace the oral exam with two written tests relating to two different parts of the program (Part I and Part II as above indicated in the section dedicated to the course program). Test on the first part of the program will be an intermediate test and will take place at the end of the first semester). Each written test will consist of 30 multiple choice questions (to be solved in a 30-minute time), concerning the acquisition of fundamentals of each part of the program.

Multiple Answer Questions will give a 1 point score for each correct answer and zero points for each missed or incorrect answer. By responding to multiple choice questions, students will have to demonstrate knowledge of the institutes and their discipline. The final result of the two tests will be the arithmetic mean of the votes in the two partial exams. In addition, students shalll have to pass, in order to show the capacity to solve concrete legal questions and to acquire the final vote, a further oral test, consisting in the presentation of a law case among those presented during the lessons and freely chosen by the student among the materials provided by the teacher. Specifically,  students must demonstrate that their are able to correctly identify and analyze the terms of the question and to adequately argue. A maximum of three points (1 = sufficient, 2 = good, 3 = excellent) will be assigned to this answer, for the arguing and application capabilities, with the limit of a 30/30 maximum total score.

Additional Information for Non-Attending Students

Didactics

Individual study of the texts indicated and of the materials on the blended platform

Course books

Teaching material and support activities:

The teaching material provided by the teacher can be found, together with other support activities, within the Moodle platform> blended.uniurb.it

Suggested texts:

F. Vella G. Bosi, Diritto ed economia delle società, Il Mulino, Bologna, 2020 latest edition.

The volume can also be found on www.pandoracampus.it

The study of the manual should be accompanied by the consultation of the civil code in an updated edition.

Assessment

Every student, attending or not, should take the final exam in form of an oral interview on the topics discussed in the abovementioned reference texts. The oral interview mode allows students to show, in addition to their communicative abilities, their acquisition of the analytical and critical skills required by  the complexity of the subject and the matters object of the course, of which he or she must demonstrate adequate knowledge and understanding.
By the interview, expected learning outcomes will be evaluated through three or more questions. The evaluation criteria and scores are determined according to the following scale:
• less than 18/30 - insufficient level: the candidate does not achieve any of the learning outcomes provided for in the "knowledge and understanding skills" point;
• 18-20 / 30 - sufficient level: the candidate achieves, in particular, the learning outcomes provided for in "Knowledge and understanding skills";
• 21-23 / 30 - Fully sufficient: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills" and "knowledge and understanding of applied skills";
• 24-26 / 30 - good level: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills"; "Applied understanding and understanding" and "autonomy of judgment";
• 27-29 / 30 - very good level: the candidate achieves, in particular, the learning outcomes provided for in "knowledge and understanding skills"; "Knowledge and understanding skills applied"; "Autonomy of judgment" and "communicative abilities";
• 30-30 and praise - excellent level: the candidate fully achieves the learning outcomes provided for in the "knowledge and understanding skills" points; "Knowledge and understanding skills applied"; "Autonomy of judgment"; "Communicative abilities" and "ability to learn".

In particular circumstances, the teacher may provide that the exam will take place in writing, according to the methods indicated for attending students.

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