Updated A.Y. 2016-2017

Commercial Law


A.A. 2016-2017


Bachelor of Art: Economia e Management – curriculum Business Administration

Course Credits: 9

Pre/co-requisites: please verify your student study plan

Course Schedule: First Term. Sept. 19, 2016 – Nov. 24, 2016

The course lasts 9 weeks along two modules with a week off (Oct. 31, 2016- Nov. 6, 2016). 

For the first 6 weeks, the course program shall be the same of Corporate and Business Law (Business Economics).

For the remaining weeks, the course shall focus on single topics.

Please check the class calendar for timetable and classrooms:

Teacher: Nicoletta Ciocca – Dipartimento di Management e Diritto – Room 69, first floor I, Building “Ricerca”, 0672595830

Office hours for students: Wednesday at 11.00 or by appointment.


Course outline

First part

19 September – 26 October, 2016

The course aims at introducing students to the various legal forms of the business organizations and their main features. Focus shall be on the corporate form.

The first part of the course shall address the following areas:

1. Forms of business organizations [“BO”]

Partnerships vs. companies.

Andenas: Chapter 4, part I, part II, part III (A,B, C, D), part IV

Private vs. Public companies.

Andenas: Chapter 3, part I, II, III, IV, V

Limited liability and organizational law

Kraakman: Chapter 1


2. Financing the company [“FIN”]

Share capital and equity securities

Andenas: Chapter 5, part I-part IV

Increase and reduction of capital; Acquisition and redemption of shares, financial assistance

Andenas: Chapter 5, part VIII (A-D); part IX (A-D); part X (A-E)


3. Corporate governance [“CG”]

Models of management and control

Andenas: Chapter 6, part I, II, III, IV, V

Managerial power and corporate board appointment

Kraakman: Chapter 3

Directors’ duties and liabilities



4. Shareholders’ rights and the other stakeholders [“SHA”]

Minority shareholders rights and protection

Kraakman: Chapter 4

Creditors and other stakeholders’ constituencies

Kraakman: Chapter 5


5. The market for corporate control [“MCC”]

Take over

Andenas: Chapter 10, part III

Kraakman: Chapters 7, 8 and 9



For each area students shall focus on the interests and the legal issues involved, in order to compare solutions developed in Europe, with special regard to Italy and UK (and reference to France and Germany).

Second part

The course shall focus on the Italian corporate organizations law (s.p.a. and s.r.l.) [“ICL”] and additional topic of interest chosen on the basis of the interests of the students and the ongoing teaching.

Reading references

First part

Kraakman – Armour – Davies – Enriques – Hansmann - Hertig – Hopt – Kanda – Rock, The Anatomy Of Corporate Law: A Comparative And Functional Approach, Oxford University Press, 2009 or a following edition, with reference to the chapters above listed (An index with highlighted relevant parts to be studied is uploaded under Materiale Didattico)

Andenas – Woolridge, European Comparative Company Law, Cambridge University Press, 2012 or a following edition, with reference to the chapters above listed (An index with highlighted relevant parts to be studied is uploaded under Materiale Didattico)

Second part

- Slides and reading materials to be uploaded on the website [Slides on Take over; Mandatory Disclosure Regime; Italian Listed Companies]

Exam Rules

A written exam:

            - Part one: a mix of multiple-choice questions (one point for each right answer) and open-ended questions requesting a short reasoned answer in a given space (0-2 points each) for 10 points maximum

            - Part two: two open-ended questions which require the student to provide his/her reasoned written answer to both questions in a given space. Each answer shall be rated on a scale from 0 to 10 points.


The result of the written exam is the sum of the points in all the parts on a 30-point scale (where the minimum passing grade is 18).


A passing grade in the written exam may be verified at the oral exam, at the discretion of the teacher, with reference to the written exam and the entire syllabus.