cod. 1006319

Academic year 2022/23
2° year of course - Second semester
- Erica ADAMO - Pierdanilo Adriano BELTRAMI
Academic discipline
Diritto commerciale (IUS/04)
Type of training activity
84 hours
of face-to-face activities
12 credits
hub: PARMA
course unit

Learning objectives

Obiettivi formativi OBIETT_FORM Sì a) Conoscenza e capacità di comprensione:
le regole che governano il funzionamento dell'impresa individuale e collettiva, con particolare attenzione alle ragioni che stanno alla base delle scelte operate dal legislatore e verificando in che misura esse diano luogo ad un contemperamento efficiente degli interessi coinvolti
b) Capacità di applicare le conoscenze: lo studente sarà in grado di
individuare la disciplina giuridica applicabile alle diverse situazioni che si
presentano all’impresa e alle opzioni strategiche che essa intende porre
in atto, individuando gli strumenti giuridici utilizzabili. Egli conoscendo
potenzialità, vincoli e rischi, potrà proporre le soluzioni più avvedute.
c) Autonomia di giudizio: lo studente potrà affrontare proficuamente le
principali scelte aziendali sia nella fase fisiologica della vita dell’impresa,
sia in quella patologica.
d) Abilità comunicative: al termine del corso, lo studente avrà acquisito
capacità relazionali e capacità di esprimersi in modo efficace e con un
linguaggio giuridico appropriato.
e) Capacità di apprendere: il corso si prefigge di favorire l’apprendimento
dello studente mediante un corretto approccio allo studio delle discipline
giuridiche attraverso l’esame di testi normativi, contrattuali e
giurisprudenziali e la discussione guidata degli stessi a) Knowledge and understanding:
the rules that govern the functioning of the individual and collective enterprise, with particular attention to the reasons underlying the choices made by the legislator and verifying the
extent to which they give rise to an efficient balancing of the interests
b) Ability to apply knowledge: the student will be able to identify the legal
framework applicable to different situations and the strategic options that
the company intends to put in place, identifying the legal instruments
used. The students will know full potential, constraints and risks, and can
suggest the one which fits;
c) Making judgments: the student will be able to successfully adopt the
major corporate decisions in both the physiological stage of the life of the
company, both in the pathological;
d) Communications skills: at the end of the course, the student will have
acquired interpersonal skills and communication skills in effectively and
in a language appropriate legal. The acquisition of communication skills is
also realized through active student participation in tutorials and
seminars. At the time of final examination is assessed also participation
of communications skills;
e) Ability to learn: the course aims to foster student learning through a
correct approach to the study of legal disciplines, through the
examination of legislation, case law and contracts and their guided


Knowledge of civil law.

Course unit content

Course's object is the study of the individual and collective enterprises, in terms of concepts and disciplines
in force.
Once defined the basic concepts, the course will focus on the study of the
statute of the entrepreneur, with particular attention to the disciplines regarding the registration and representation, the ongoing business, antitrust, credit instruments, as well as business crisis (to which will be dedicated a special form).
The second part of the course will be directed to the study of rules of
collective enterprise, with specific reference to the discipline concerning constitution, organization, management and liquidation of the
different kind of companies ruled by Italian and European law, including issues such as mergers, groups of companies, shareholders' agreements.

Full programme


1) G.F. Campobasso – Manuale di diritto commerciale, Torino, UTET, (last ed.), with the exception of Chapters Sixth and Seventh, and of Part Three (I Contracts);
2) M. Cian, Manuale di diritto Commerciale, Torino, Giappichelli, last ed. (with the exception of §§ 12, 13, 14, 15, 16 and of the Section Sixteenth).
It is advisable that the study is carried out considering a civil code updated.

Teaching methods

Lectures on the main topics of the program.
Acquiring independent evaluation skills – case studies.
Acquiring learning skills – description of topic and critical examination of legislation applied, main guidelines e case law edited on the matter
legislation applied, main guidelines e case law edited on the matter
Acquiring technical language – legal terminology is explained during the course.

Assessment methods and criteria

The assessment of learning skills will be carried out with a test exam in oral form, during which the student must demonstrate the knowledge, the ability to communicate with appropriate legal language and the autonomy in making connections between the different aspects of the discipline, as well as the ability to apply knowledge by examining complex concrete situations.
If it is not possible in person, and in any case for those students who fall within the cases indicated by the academic bodies, the oral exam will be held in synchronous telepresence through the use of the Teams platform. In this case, students enrolled in the exam, who are entitled to take the test in synchronous telepresence, will receive, a few days before the date of the exam, specific instructions and the related link to click for participation in the exam.
A mid-term test will be provided, reserved only for students who, on the date of the test, have attended at least 75% of the lessons held on that date.
The test will take place in written form with open-ended questions, if, on the date of the test, the teaching activities can take place in the presence of at least 75% of the classrooms. In this case:
- the test will last not more than two hours;
- it will not be possible to bring any type of material (codes, notes, texts, etc.);
- the score will be in 30/30;
- the results of the test will be made public on Elly as soon as possible and, in any case, within the start of the summer exam session.
If it is not possible to hold it in written form, the intermediate test will take place in oral form in the presence or, if not possible, in synchronous telepresence on the Teams platform, with the same procedures provided for the ordinary exams.
Students shall apply for the intermediate test via email sent to the teacher starting from the date, and within the deadline, which will be indicated on Elly by the teacher.
The possibility of taking the partial exam in oral form in synchronous telepresence on the Teams platform will, in any case, be guaranteed to students who prove the impossibility to access the university structures by providing a copy of a positive molecular covid-19 test dating back no more than 72 hours before.
The grade taken at the partial test:
- it will be subject to the condition that the student reaches a number of attendance at the lessons of the course equal to at least 75% of the total number of lessons held;
- it may in any case be refused by the student;
- if accepted, will make an average weighted with the grade taken at the ordinary exam session;
- will remain valid for the entire duration of the academic year in which the partial test was taken.

Other information

Additional seminars on topics covered in the course may be held according to the availability of external specialists.
The video-recordings, if necessary, of the lessons or other equivalent audio-video materials, prepared by the professor, will be made available on the Elly page of the course