First cycle
degree courses
Second cycle
degree courses
Single cycle
degree courses
Faculty of Law
LAW AND JURISPRUDENCE
Course unit
COMMERCIAL LAW 2
GIN1031788, A.A. 2015/16

Information concerning the students who enrolled in A.Y. 2012/13

Information on the course unit
Degree course 5 years single cycle degree in
LAW AND JURISPRUDENCE (Ord. 2008)
GI0270, Degree course structure A.Y. 2008/09, A.Y. 2015/16
N0
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Degree course track GENERICO - SEDE DI PADOVA [999PD]
Number of ECTS credits allocated 6.0
Type of assessment Mark
Course unit English denomination COMMERCIAL LAW 2
Website of the academic structure http://www.giurisprudenza.unipd.it
Department of reference Department of Public, International and Community Law
Mandatory attendance No
Language of instruction English
Branch PADOVA
Single Course unit The Course unit can be attended under the option Single Course unit attendance
Optional Course unit The Course unit can be chosen as Optional Course unit

Lecturers
Teacher in charge MAURIZIO BIANCHINI IUS/04

Mutuating
Course unit code Course unit name Teacher in charge Degree course code
GIN1031788 COMMERCIAL LAW 2 MAURIZIO BIANCHINI GI0270

ECTS: details
Type Scientific-Disciplinary Sector Credits allocated
Educational activities in elective or integrative disciplines IUS/04 Commercial Law 6.0

Course unit organization
Period Second semester
Year 4th Year
Teaching method frontal

Type of hours Credits Teaching
hours
Hours of
Individual study
Shifts
Lecture 6.0 48 102.0 No turn

Calendar
Start of activities 01/03/2016
End of activities 04/06/2016
Show course schedule 2019/20 Reg.2017 course timetable

Examination board
Board From To Members of the board
5 A.A. 2018/19 sede di Padova 11/10/2018 30/09/2019 BIANCHINI MAURIZIO (Presidente)
PROVASI LAURA (Membro Effettivo)
RINALDO CARLOTTA (Supplente)
VERBANO MARCO (Supplente)
4 A.A. 2016/17 sede di Padova 03/10/2016 30/09/2017 BIANCHINI MAURIZIO (Presidente)
MENTI PAOLO (Membro Effettivo)
MIOTTO LINDA (Membro Effettivo)
PROVASI LAURA (Supplente)
RINALDO CARLOTTA (Supplente)
VERBANO MARCO (Supplente)
3 A.A. 2015/16 sede di Padova 01/10/2015 30/09/2016 BIANCHINI MAURIZIO (Presidente)
MENTI PAOLO (Membro Effettivo)
MIOTTO LINDA (Membro Effettivo)
PROVASI LAURA (Supplente)
RINALDO CARLOTTA (Supplente)
VERBANO MARCO (Supplente)

Syllabus
Prerequisites: "Diritto commerciale" is a pre-requisite for this (seminar) class.
EU Law and Bankruptcy Law courses are not a pre-requisite for this class, but it is recommended to take these courses before, or in parallel with, Commercial Law 2.
Target skills and knowledge: General information:
The fifth edition of this (optional) course is designed as a specific Corporate Law seminar, and it will be taught entirely in English.
The course aims at a deeper comprehension of general principles, doctrines and technicalities of modern Corporate Law (intended as the most important component of the Laws of Business Organizations, that also include Partnerships and Limited Liability Companies, whose rules will be occasionally discussed in class); particular emphasis will be dedicated to the specific discipline of Italian publicly held corporations, also by means of a comparative approach and the analysis of recently enacted EU Directives and EU Regulations.
The final test (exam) will also be administered in English, by means of either an oral exam or a written essay ("tesina"); however, in order to ease student proficiency, Italian might be permitted occasionally during the exam (see infra for more specific directions as to the exam policy).
Although all students are welcome to come in and audit the seminar classes, for those intending to take the exam substantial and continuing attendance is required, and active participation will be welcome and most appreciated.
In order to allow some time for at-home preparation for each class, a weekly syllabus will be made available to prospective students shortly before the beginning of the second semester (and notice thereof will be given to interested students through the Law School web-site "Moodle").
Moreover, a set of reading materials will be available to "attending" students in the course dedicated website ("Moodle"), that any enrolled (attending) student may access (on site or by remote access) from the Padova School of Law official Website.
Examination methods: Exam Administration and Policy:
The final exam will be an oral test (some occasional use of Italian language will be permitted during the test) consisting of two or three questions, one of which at the student's choice, concerning the course topics.
However, students may agree in advance with the instructor to submit and discuss an essay (in English) covering (at least) one of the topics tackled in class. Timing, deadline, specific directions and instructions on legal writing rules and length of the essay would need to be discussed and arranged (in advance) with the course instructor.
Non-attending students will have to take the oral examination based on the course book indicated herebelow.

Additional and/or different exam policy may be introduced before the beginning of the semester (and appropriate notice to perspective student will be communicated accordingly).
Assessment criteria: Each student will be graded not only based on the final exam (or written paper in lieu of the exam), but also on the quality of her/his attendance to classes, including active participation thereto.
Course unit contents: Course Topics:
The course is designed to provide law students (with basic knowledge of public law, Diritto pubblico, Private law, Diritto privato I and Diritto privato II, Dirito dell'Unione europea, European law, and Business Organization law, Diritto commerciale) a more aware understanding of the basic corporate law doctrines, also by means of a comparative approach. Topics of discussion will be, inter alia, the foundations of the: limited liability privilege (and exceptions thereof, e.g. "piercing of the corporate veil"); legal personality of the corporation; agency theory and agency costs within the corporate setting; corporate structure and finance; corporate groups and special liability of the parent entity. In addition, there will be a discussion of selected issues on corporate governance, corporate debt and equity financing, officers and directors duties and liabilities and corporate groups; special consideration will be reserved to the discipline of Italian publicly held corporations ("listed companies"). Cases will be presented from time to time in order to further explain the specific problems at stake.
Planned learning activities and teaching methods: The Course Syllabus will be made available shortly before the inception of the spring semester.

Each CFU amounts to 7 hours of in-class activity.
Additional seminar classes and workshops, if any, will be announced during the course.
No e-learning is available for this class.
Language used in teaching this class: English
Additional notes about suggested reading: Instructor contacts: dott. Maurizio Bianchini, ricercatore confermato di diritto commerciale (m.bianchini@unipd.it)
Dipartimento di diritto privato e del lavoro (Padova, Palazzo del Bo, 3° piano, tel. +39.049.827 3408).
Textbooks (and optional supplementary readings)
  • Kraakman, Armour, Davies, Enriques, Hansmann, Hertig, Hopt, Kanda, Rock, The Anatomy of Corporate Law - second edition. Oxford: Oxford University Press, 2009. edizione "paperback" (acquistabile via amazon.com o simili per circa 35 euro) Cerca nel catalogo
  • Roth, Gunter H.; Kindler, Peter, <<The>> spirit of corporate lawcore principles of corporate law in continental EuropeGunter H. Roth, Peter Kindler. Munchen: Beck, Oxford, Hart, Baden-Baden, Nomos, 2013. Cerca nel catalogo