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Gabriella Gimigliano


Ricercatrice Senior


Corso di Diritto Commerciale (50-99)

Business Law Programme

Programme A (for not attending students): It aims to analyze the European Union based legal framework for businesses. It covers: the outline of Company Law directives, the uniform company law and the modernising projects; Companies’ right of establishment; the formation process of a new company and of societas europaea; legal capital in general, rules on capital formation and capital maintenance, as well as annual and consolidated accounts; the EU-based approach to corporate governance, including systems options.

“Programme A” Textbook: Nicola de Luca, European Company Law.Text, Cases and Materials, Cambridge University Press: 2017, from Chapter 1 to Chapter 14 (pp. 1- 289).

Final Test: written exam, made up of 21 multiple choice questions and 3 questions with open answers.

Programme B (for attending students): It aims to analyse the EU-based framework for businesses in e-commerce. “Companies that wish to sell products or services to consumers living in the European Union through the Internet face a wide variety of legislation, much of which is not uniform. The EU itself has issued a number of directives applicable to such activities under its general authority to establish standards for commerce among EU member nations and continues to work on additional directives” (Hudson – Long, 2004). Programme B will be explained in class. The students may choose the exam programme they prefer, but, for not-attending students, Programme A turns out to be easier.

“Programme B” Coursebook: class notes and study materials (for example, directives, regulations or case law), made available by the course instructor either on moodle data base or on course webpage.

Programme B study materials available on moodle system


Final Test (during the regular exam sessions): apart from the course programme you chose, the business law exam is organized in the following way:

1) it is always a written exam;

2) during the exam, you cannot use the Internet and any book or study materials;

3) it is made up of two parts: the first part is made up of 21 multiple choice questions and the second part is made up of three “open” questions.

With regard to the first part, you will get 1 point for each correct answer, 0 for not-answered questions, no penalty for wrong answers. With regard to “open” questions part of the exam, your answers will be better graded if they are precise, correct and detailed. Namely, (i) your answer must be consistent with the question, (ii) your answer should make cross-references among different study materials, (iii) your answer must be coherently structured: this means that the answer is easy to understand because its parts are connected in a clear and reasonable way.

You will pass the exam, if your exam grade is at least 18 (out of 30).

Mid-Terms (based on e-commerce programme)

During business law course, 3 mid-terms will be organized. Both attending and not-attending students are entitled to do mid-terms, but the mid-terms will be based only on “Programme B”. The students who pass all mid-terms are entitled to confirm final mid-term grade as business law grade, but they can also do business law exam on the whole programme during the regular exam sessions with a view of improving final mid-term grade.

Frequent Questions:

  • I want to improve final mid-term grade and I decide to do business law exam on January, but I do not pass the exam, what happens? Nothing, you still have your final mid-term grade (until Sempter 2019) and you may try to do business law exam again and again in one of the following exam sessions (January, Feb., June, July, September);
  • I failed one of the mid-terms, what happens? You cannot enjoy a final mid-term grade any longer, so you must do regular business law exam since January;
  • I passed all mid-terms and I enjoyed final mid-term grade; I decided to accept final mid-term grade as final business law exam, what is the next step? In January, or in one of the other resular sessoins of exam, you will register for business law exam writing in the foornotes that you want to accept your final mid-term grade.
  • Special case: I am Tom, a business law student, and I attended business law course during the Winter term; I passed all mid-terms. In the end, my final mid-term grade is 20 (out of 30). I decided to accept my final mid-term grade as final business law grade. Therefore, when I register online for January exam, I wrote in the footnotes that I want to accept my final mid-term grade as business law grade. Later on, in June, I think business law grade is too low and I have time to improve it, what can I do? Nothing! You cannot change your mind any longer: your final mid-term grade became final business law grade and…game over!
  • There might be some slight changes to business law calendar, of course!
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