Basis of commercial law [Cognomi A-E] (2016/2017)

Course code
Name of lecturer
Gianluca Riolfo
Gianluca Riolfo
Number of ECTS credits allocated
Academic sector
Language of instruction
I SEMESTRE dal Oct 3, 2016 al Jan 21, 2017.

Lesson timetable

Day Time Type Place Note
Monday 4:50 PM - 6:30 PM lesson Lecture Hall T.3  
Tuesday 1:30 PM - 3:10 PM lesson Lecture Hall T.3  
Friday 4:50 PM - 6:30 PM lesson Lecture Hall 2.4  

Learning outcomes

Lessons covers the teaching of: the legal lexicon; the basic concepts of civil law, to the extent of a correct assessment of the various institutions of commercial law and of the basic principles of commercial enterprise discipline, which is the main topic. The goal is to provide the legal knowledge necessary for inclusion in the administrative and business structures, including tourism. During the lessons will be given particular attention to reading and explanation of the Civil Code and trade laws, as well as learning the logic and mechanisms of interpretation of the rules. It will also be offered practical cases and judgments on key issues in order to facilitate understanding of the legal rules studied.


part 1
- The notion of law: the legal rule. The sources of law and the interpretation of the law.
- Subjects.
- The property and "possesso".
- Sources of obligation; torts.
- The fulfillment of the obligation and the breach of contract.
- The contract: elements and conclusion.
- Contract: validity and invalidity. Resolution. Effectiveness and ineffectiveness. Effects of the contract.
- Representation/agency.
- Prescription and decay.

part 2
- The concept of entrepreneur. The small business owner. Agricultural and commercial entrepreneur.
- The firm and its transfer.
- The concept of business company; partnerships and capital.
- The company's simple: administration and relations with third parties.
- The simple society: relations between members.
- The general partnership.
- The limited partnership.
- The joint-stock company. Notion. Constitution.
- The financial structure of the joint stock company: shares and financial instruments
- The governing bodies: general meeting, board of directors, board of auditors.
- The external audit.
- The alternative models of corporate governance: two-tier system, one-tier system.
- The budget: preparation, approval, profits, dividends.
- The changes to the memorandum of association.
- The dissolution of the corporation.
- The limited liability company.
- The company limited by shares.
- Co-operative companies.

Assessment methods and criteria

oral examination.