Commercial Law (Companies)

Prof. Antonio Cetra

COURSE AIMS

The course will analyse in depth and consolidate knowledge of some areas of company law, especially as regards companies limited by shares (for-profit and mutual), and the capacity to understand and resolve the main associated underlying issues.

COURSE PROGRAMME

1.Formation.The deed of incorporation. Structure. Form. Content. Formation procedures. Companies prior to registration in the registry of enterprises. Nullity.

2.Funding.Contributions. Equity. Shares. Operations involving the capital (increases and reductions). Operations regarding own shares. Loan capital. Debt securities. Bonds. Financial instruments. Financing intended for a specific business venture. Solicitation for investment. Access to regulated markets. The influence of stock exchange listings on the rules: a) transparency of ownership structure; b) transfer of control. Public tender offers.

3.Governance. Management and controls. 1) Limited liability companies: statutory and bylaws models. 2) Joint stock companies. The traditional model. The dualist model. The monistic model. The influence of a stock exchange listing on the rules: a)composition of themanagement organ; b) the methods of exercising oversight. Soft lawand self-regulatory codes. External methods of oversight. Oversight exercised by CONSOB (stock exchange regulator) and information society.

4.Voice. The decision-making process. Statutory and bylaws modelsin limited liability companies. Shareholders’ meetings. The impact of the selected system ofgovernanceon the rules governing shareholders’ meetings in joint stock companies. Voting rights. Proxy voting (representation, and soliciting and gathering proxies). Voting syndicates. Proceedings at shareholders’ meetings. Invalidity of shareholders’ decisions (whether adopted at meetings or otherwise).

5.Cooperatives (outline).Mutual purposes. Cooperatives subject to the law governing limited liability companies. Cooperatives subject to the law governing joint stock companies. Limits of compatibility. Funding. Governance. Voice.

6.Groups. Hierarchical groups. Formation. Dominant company. Subordinate companies. Joint groups (outline).

7.Transformations. Cases. Homogeneous company transformations.Heterogeneous company transformations.Procedures. Invalidity.

8.Mergers.Cases. Leveraged buy-outs. Reverse mergers. Procedures. Invalidity.

9.Splits. Cases. Proportional and non-proportional splits. Tax-related ramifications. Procedures. Invalidity.

10.Winding-up. Liquidation. Dissolution.Grounds for winding-up. Liquidation stage. Procedure. Cancellation from the register of enterprises. Extraordinary liabilities.

READING LIST

Legislation:

Civil Code (updated to current year) and other laws mentioned at lectures or in the textbooks specified below.

Course textbook:

1. Angelici,La riforma delle società di capitali. Lezioni di diritto commerciale, 2nd ed., Cedam, Padua, 2006.

2.Cian (ed),Diritto commerciale, II, Giappichelli, Turin, 2013.

TEACHING METHOD

Lectures. Attendance is strongly recommended.

ASSESSMENT METHOD

Written examination consisting of answering three or four questions relating to a hypothetical case (90 minutes). No interim tests.

NOTES

Further information can be found on the lecturer's webpage at or on the Faculty notice board.