Business and Commercial Law

The aim of the course is to illustrate the regulation of the private limited liability company in Italy ("s.r.l.") and in the other systems (mainly in the Anglo-American systems) at both a theoretical and a practical level, with specific regard to the use of limited liability company for start-up businesses.
The main topics deal with core corporate law issues: financial structure; corporate governance and the interrelations between financing arrangements and the latter (drag and tag along); shareholders' rights, including exit. Moreover, the course also surveys a number of related topics in bankruptcy and in intellectual property law.
The course is made up of two related parts. The first part includes a description of the basic rules and principles of the limited liability company in Italy and in the main other systems.
The second part deals with the topics that are more relevant for start-up businesses, such as: shareholder voting, contributions and contributions in kind; shares and crowd-funding; shareholders loan and bankruptcy.
Theory is enriched by using case studies, individual and group assignments.

By the end of the course student will be able to compare the Italian regulation with the other regulations; understand and tackle the issues that arise when dealing with start-up s.r.l.; understand the main problems and different possible phases of a start-up s.r.l. since the foundation to the dissolution of the entity; solve the main problems at the practical level; suggest to a hypothetical client the company model; recommend to a hypothetical client the contracts and the agreements to regulate the developing innovative business and projects.