30461 - PRIVATE AND BUSINESS LAW

The course offers an in-depth introduction to private and business law. The law governing individuals, business organizations and further not-for-profit entities establishes a basic level playing field for any social relation, both at the national and international level. Understanding the principles governing private and business social relations and transactions is therefore key to understand the economic context in which individuals and firms operate, and a fundamental tool for shaping economic policies, dealing with economic activities and running businesses. The course aims at delivering students the basic notions enabling them to understand, discuss and assess the main legal issues associated with private and business relations and transactions. The course also aims at developing students’ skills to critically analyze the law and get acquainted with its economic and political dimension.

1. Part I. The first part of the course deals with private law. After providing a general introduction to the study of law, starting with the basic concepts of jurisprudence, the course discusses some of the essential rules applicable to economic activities, focusing on the interaction between party autonomy and market regulation in business transactions, as follows:
   • General part: Law and economics. Law and the state. National and international (private) law. Rules, principles, (families of) legal systems. Civil law and common law. European law. Private and public law. Sources of law. Soft law and trends of supranational law: principles of European Contract law (PECL), Draft Common Frame of Reference (DCFR), UNIDROIT Principles of International Commercial Contracts (PICC).
   • Special part: Natural persons and legal entities. Contracts. Consumer protection. Torts and unjustified enrichment. Property. Remedies and settling of disputes.
2. Part II. The second part of the course deals with business law, mainly focusing on European company law.
   • Despite differences across national jurisdictions, all business corporations have a similar set of legal characteristics and face a similar set of legal problems. As a response to the economic demands of the large modern business enterprise (and of many smaller firms), the law provides for legal personality, limited liability, transferable shares, delegated management under a board structure, and investor ownership as the core legal characteristics of the corporation. These features shape the corporation as a legal form enabling business participants to transact easily through the medium of the corporate entity, thus lowering the costs of running business. Against this backdrop, the course builds on the European regulatory framework relevant to company law to discuss the governance structure of the corporation, including the board of directors and the shareholder meeting, the protection of external stakeholders, e.g. the creditors, fundamental corporate actions such as charter amendments, as well as the company’s financing.

• Familiarize with the basic features of private and business law and understand the principles and rules governing economic activities.

• Identify the principles and legal rules applicable to economic activities, assess how they impact the social and economic behavior of businesses and consumers, and use proper terminology.

• Face-to-face lectures
• Exercises (exercises, database, software etc.)
• Case studies /Incidents (traditional, online)

In addition to face-to-face lectures, exercises and/or stylized cases on specific issues discussed in class help students familiarize with identifying the legal principles or rules governing the situation concerned and applying the analytical tools illustrated during the course. Class discussion is aimed at encouraging students bring their own views and developing critical thinking.

The written exam is aimed at verifying the learning of the relevant notions and their correct comprehension and assessing students’ ability to apply the knowledge learned. The detailed structure of the written exam are announced at course start, along with the distinction (if any) between attending and non-attending students.

• Teaching materials for both Part I and Part II  are announced at the start of the course and indicated or uploaded to the Bboard platform.
• For both Part I and II, partial distinctions (if any) in teaching materials for attending and non-attending students are announced at course start.