Facoltà di Economia

Aggiornato A.A. 2016-2017

Commercial Law

[“CL”]

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:

http://economia.uniroma2.it/ba/businessadministration/corso/lezioni/541/

Teacher: Nicoletta Ciocca – Dipartimento di Management e Diritto – Room 69, first floor I, Building “Ricerca”, 0672595830 ciocca@economia.uniroma2.it

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”]

2. Financing the company [“FIN”]

3. Corporate governance [“CG”]

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

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

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.

Aggiornato A.A. 2015-2016

Commercial Law

[“CL”]

A.A. 2015-2016

Nicoletta Ciocca

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. Starting on Sept. 21, 2015, 14.00.

The course lasts 11 weeks along two modules (with a break between November 2^nd and November 6^th, 2015). 

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

For the second module (the following 5 weeks), the course shall focus on Italian Corporate Law.

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 ciocca@economia.uniroma2.it

Office hours for students: Wednesday at 10.30 or by appointment and at the end of classes.

Course outline

First part

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 course shall address the following areas:

1. Forms of business organizations. Partnerships vs. companies. Private vs. Public companies. Limited liability and organizational law. [“BO”]

2. Financing the company. Equity and debt [“FIN”]

3. Corporate governance. Directors’ duties and liabilities [“CG”]

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

5. Fundamental changes [“FCH”]

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

For each area students shall focus on the interests and the legal issues involved, in order to compare solutions developed in the EU, with special regard to Italy and UK.

Second part

The course shall focus on the Italian corporate organizations law (s.p.a. and s.r.l.) [“ICL”].

Course schedule

Reading references

First part (First module)

-          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

- Codice civile italiano tradotto in inglese. Parte societaria, a cura di V. Piacentini, Ipsoa, Milano, 2014

- G. Trimarchi, Guide to the Italian limited liability companies, Giappichelli, Torino, 2013

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 shall be verified at the oral exam, at the discretion of the teacher, with reference to the written exam and the entire syllabus.