Learning objectives
a) Knowledge and understanding:
- Extraordinary transactions that can be put in place to realize the great business strategies, the potential of the different solutions and the
related risks;
- possible measures to reduce the risks;
- the corporate governance;
- the strengths and weaknesses of each of
them, the powers and limits of the powers of the directors and the
responsibilities;
- the instruments available to the shareholders to
determine the corporate governance or to cope with the “hegemony” of
the reference entity;
- the overall picture of the institutes associated with the crises;
- possible solutions, compositions, limitations, and potential conditions;
- bankruptcy proceedings, assumptions, procedure and closing;
b) Ability to apply knowledge: the student will be able to identify the legal
framework applicable to different situations and the strategic options that
the company intends to put in place, identifying the legal instruments
used. The students will know full potential, constraints and risks, and can suggest the one which fits.
c) Making judgments: the student will be able to successfully adopt the
major corporate decisions in both the physiological stage of the life of the
company, both in the pathological.
d) Communications skills: at the end of the course, the student will have
acquired interpersonal skills and communication skills in effectively and
in a language appropriate legal. The acquisition of communication skills is
also realized through active student participation in tutorials and
seminars. At the time of final examination is assessed also participation
of communications skills.
e) Ability to learn: the course aims to foster student learning through a
correct approach to the study of legal disciplines, through the examination of legislation, case law and contracts and their guided
discussion.
Prerequisites
Basic knowledge of civil and commercial law.
Course unit content
The advances course in commercial law is divided into two modules: a)
company law advanced; b) the right of the business crisis.
The first module is subdivided into two parts: the first devoted to the study of extraordinary transactions; the second devoted to the analysis of the governance models proposed for corporations.
Full programme
First module – first part - extraordinary operations:
- takeovers: the transfer of the ongoing business (and contribution), the
transfer of shares/units;
- financial instruments;
- amendments to the bylaws and withdrawal;
- the increase/decrease of the share capital;
- the transformation;
- the merger;
- the demerger;
- the liquidation of the company.
First module – second part - the corporate governance:
- the concept of corporate governance, applicable principles in s.p.a. and
s.r.l.;
- the traditional (or latin) model (the directors, the auditors, the external
auditors, the proceedings ex art. 2409 c.c.);
- the two-tier model;
- the one-tier model;
- the governance and group;
- the governance of s.r.l..
Second module - the crisis of enterprise:
- insolvency and liquidation proceedings and individual enforcement;
- bankruptcy proceedings: subjects; requirements for the insolvency
declaration; judgment for the opening of the proceedings; bankruptcy
declaration and oppositions; bodies; effects of insolvency declaration
(with respect to the debtor and to the creditors); pending relationships;
clawback action; managing and liquidation of the assets; proof of claim;
closing and re-opening of the proceedings; bankrupcty composition with creditors; freshing; bankruptcy of the companies and of the shareholders;
- preventive composition with creditor: subjects; requirements;
proceedings; effects; termination and voidance; subsequent bankruptcy;
dismissive composition and composition in continuity; the precomposition
with creditors;
- alternative forms of crisis management; certified plans and debts
restructuring agreements; PRO;
- negotiated composition with creditors.
Bibliography
1) The provisions of c.c. and t.u.f. relating to the governance of
corporations and the extraordinary transactions and crisis code and
other laws relating to business crisis.
2) For the preparation of the first part, students will be allowed to use one of the following manuals:
- G.F. CAMPOBASSO,
Diritto commerciale, UTET, Torino, volume 2 “Diritto delle società”, last
edition available (save for capp. I, II, III, IV sezz. A e B, VI, XII, XII, XIII, XVII, XIX e XXI); or
- M. CIAN, DIRITTO COMMERCIALE, volume 3 "Diritto delle società", Giappichelli, last
edition available (save for §§ 1-9, 10-I, 10-III, 22, 23, 24, 25-I, 28, 29, 34, 35 e 39);
provided updated and complete edition (abstracts are not recommended). The parts to be studied are those related to the content described above; the study of the manual should be supported by lecture notes.
3) For the second part:
- G.F. CAMPOBASSO,
Diritto commerciale, UTET, Torino, volume 3 “Contratti. Titoli di credito. Procedure concorsuali”, last edition available (only the third part, save for capp. XXVI, XXVII and XXVIII); or
- G. D'ATTORRE, Manuale di diritto della crisi e dell'insolvenza,
Giappichelli, Torino, last edition available.
4) Materials that will be made available during the course published in
the professor’s web page
Teaching methods
Lecture, discussion, judicial cases, exercises.
Exclusively if not possible for dispositione of University bodies, the activities will take place in virtual mode, by means of platform Teams and Elly, both in synchronous mode (via Teams) and in asynchronous mode (uploaded on Elly, where they will remain available until the 7th day after the last lesson of the course).
To the course may also
be related educational workshops set to the simulation or real situations (Laboratory on corporate governance and Laboratory on corporate crisis).
Assessment methods and criteria
The assessment of learning skills will be carried out with a test exam in oral form, during which the student must demonstrate the knowledge, the ability to communicate with appropriate legal language and the autonomy in making connections between the different aspects of the discipline, as well as the ability to apply knowledge by examining complex concrete situations.
Exclusively if not possible in person, and in any case for those students who fall within the cases indicated by the academic bodies, the oral exam will be held in synchronous telepresence through the use of the Teams platform. In this case, students enrolled in the exam, who are entitled to take the test in synchronous telepresence, will receive, a few days before the date of the exam, specific instructions and the related link to click for participation in the exam.
A mid-term test will be provided, reserved only for students who, on the date of the test, have attended at least 75% of the lessons held on that date.
The test will take place in written form with open-ended questions, if, on the date of the test, the teaching activities can take place in the presence of at least 75% of the classrooms. In this case:
- the test will last not more than two hours;
- it will not be possible to bring any type of material (codes, notes, texts, etc.);
- the score will be in 30/30;
- the results of the test will be made public on Elly as soon as possible and, in any case, within the start of the summer exam session.
If it is not possible to hold it in written form, the intermediate test will take place in oral form in the presence or, if not possible, in synchronous telepresence on the Teams platform, with the same procedures provided for the ordinary exams.
Students shall apply for the intermediate test via email sent to the teacher starting from the date, and within the deadline, which will be indicated on Elly by the teacher.
The possibility of taking the partial exam in oral form in synchronous telepresence on the Teams platform will, in any case, be guaranteed to students who prove the impossibility to access the university structures by providing a copy of a positive molecular covid-19 test dating back no more than 72 hours before.
The grade taken at the partial test:
- it will be subject to the condition that the student reaches a number of attendance at the lessons of the course equal to at least 75% of the total number of lessons held;
- it may in any case be refused by the student;
- if accepted, will make an average weighted with the grade taken at the ordinary exam session;
- will remain valid for the entire duration of the academic year in which the partial test was taken.
Other information
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2030 agenda goals for sustainable development
Sustainable governance: from gender issues to the use of corporate governance tools for an effective change in a company's orientation towards the achievement of the Sustainable Development Goals (SDGs) set by the United Nations in Agenda 2030, which are the concrete basis for the application of ESG criteria
