Management and Corporate Law

FRANCESCO PACILEO

The course introduces the fundamentals of commercial law as the legal framework of business activity. It equips students with tools to understand the rules, actors and key institutions governing markets and the organisation of firms. The course develops structured knowledge of the notions of entrepreneur and business assets, distinctive signs and legal publicity, as well as the main types of companies and their liability regimes. In line with the degree programme objectives, it strengthens students’ ability to address
typical legal issues in business management (organisational choices, contractual relationships, liability profiles), linking them to economic and managerial implications. Emphasis is placed on both understanding the rules and adopting a legal reasoning method useful for operating in complex business contexts and interacting with
administrative, control and legal advisory functions.

Knowledge and understanding: The student will acquire the basic knowledge of commercial law, focusing on business organization and management with particular reference to companies and principles of enterprise agreements and commercial papers. He will also acquire the ability to understand the issues and problems considered, learning in key criticism and not being merely receptive.
Applying knowledge and understanding: The student will be able to understand the meaning of the rules, as the result of interpretation, and to apply them correctly.
Making judgement: The student will be able to qualify facts in order to identify and choose the applicable rules.
Communication skills: The student will acquire skill to clearly and correctly illustrate his knowledge, as well as method and results of interpretation, both to expert and non expert persons.
Learning skills: The student will acquire the ability to carry on further economic or legal studies based on or related to the arguments of this course.

To successfully attend the course, it is best if the student has acquired sufficient training in Private Law

The course is divided into four parts, dedicated to Enterprise, Negotiable Instruments-Securities, Commercial Agreements, and Companies, according to the following program:
INTRODUCTION. – 1. Commercial law: historical and legal evolution. – Part I. ENTERPRISE. – 2. Notion of enterprise and entrepreneur. – 3. Different categories of entrepreneurs. – 4. Individual-collective entrepreneur and "company"-entrepreneur. – 5. Acquisition of the quality of entrepreneur. – 5.1. Appropriation of enterprise. – 5.2. The begin and the end of the enterprise. – 6. The statute of the commercial entrepreneur. – 6.1. Publicity. – 6.2. Accounting entries. – 6.3. Commercial agency. – 6.4. Regulation of insolvency. – 7. Establishment. – 8. The enterprise and the market. – 8.1. Distinctiveness of the enterprise. – 8.2. Patents and industrial inventions. 8.3. Unfair competition. – 8.4. Misleading advertising. – 8.5. Antitrust law. ‒ Part II. COMPANIES. – 9. Companies. Notion and types. – 10. Partnerships. – 10.1. Società semplice. – 10.2. Società in nome collettivo. – 10.3. Società in accomandita semplice. – 11. Business corporations. – 12. Società per azioni. – 13. Listed companies. – 14. Società a responsabilità limitata. – 15. Società in accomandita per azioni. – 16. Groups of companies – 17. Exit -- 18. Dissolution and liquidation of business corporations. – 19. Mutuality. – 19.1. Co-operatives. – 19.2. Mutual benefit insurance. – 19.3. Co-operation between entrepreneurs. – 20. European Company. – 21. Extraordinary transactions. – 21.1. Transformation. – 21.2. Merger. – 21.3. Split-up. -- Part III. COMMERCIAL AGREEMENTS. – 22. General considerations. -- 22.1. Agency contracts. – Part IV. NEGOTIABLE INSTRUMENTS AND SECURITIES. – 23. General principles and rules. – 24. Commercial papers.

M. CIAN (a cura di), Manuale di diritto commerciale, VI edizione, Giappichelli, Torino, 2025 (Sezione Quinta: until Cap. 15 included; then only mandato in Cap. 17; Sezione Settima: only Cap. 20, 21 paragrafo I and 22 paragrafo I; Sezione Sedicesima: only Cap. 73 paragrafo IV; Cap. 76).

To further analyse, subsequent books are recommended:
Option A
- G.F. CAMPOBASSO, Diritto commerciale. 1. Diritto dell’impresa, VIII edizione, a cura di M. Campobasso, UTET Giuridica, Torino, 2022.
- G.F. CAMPOBASSO, Diritto commerciale. 2. Diritto delle società, XI edizione, a cura di M. Campobasso, UTET Giuridica, Torino, 2024.
- G.F. CAMPOBASSO, Diritto commerciale. 3. Contratti. Titoli di credito. Procedure concorsuali, VI edizione, a cura di M. Campobasso, UTET Giuridica, Torino, 2022.
Option B
- M. CIAN (a cura di), Diritto commerciale. I. Diritto dell’impresa, Giappichelli, Torino, 2024.
- M. CIAN (a cura di), Diritto commerciale. III. Diritto delle società, Giappichelli, Torino, 2024.
Option C
- G. FERRI, Manuale di Diritto commerciale, XVII edizione, UTET Giuridica, Torino, 2023

Frontal lesson
Flipped classroom
Individual e collective exercises
Deployment of digital instruments
Possible deployment of slides and notes

optional

The examination is conducted through an oral exam in attendance.

The evaluation and the final score of the exam will be implemented on the basis on the following elements:
1. Knowledge and understanding of the main topics and the relative legal framework, applying them on use cases with a simple and correct communication.
2. Knowledge and understanding of secondary topics and simple-problem solving skills, included the purposes of the regulation asked, with appropriate communication and few legal terms.
3. Knowledge and understanding of many secondary topics, answering questions that imply complex legal reasoning and connections as well distinctions between similar legal topics. Very complex communication skills and appropriate use of many legal terms.
4. Knowledge and understanding of detail topics, making thorough judgements on complex problems as well as comparisons and distinctions between remote legal topics, with a perfect legal language.

- the fulfilment of the elements on 1 allows to obtain a score comprised between 18/30 and 21/30.
- the fulfilment of the elements on 2 allows to obtain a score comprised between 22/30 and 25/30.
- the fulfilment of the elements on 3 allows to obtain a score comprised between 26/30 and 28/30.
- the fulfilment of the elements on 1 allows to obtain a score not less than 29/30.

imprenditore agricolo
conferimenti nelle s.p.a.
legittimazione nella disciplina dei titoli di credito