Commercial and Corporate Law

Code:

LGE203

Acronym:

DCS

Keywords
Classification	Keyword
OFICIAL	Law

Instance: 2006/2007 - 1S

Active?	Yes
Responsible unit:	Law
Course/CS Responsible:	Business Administration

Cycles of Study/Courses

Acronym	No. of Students	Study Plan	Curricular Years	Credits UCN	Credits ECTS	Contact hours	Total Time
GES	171	Official Curricular Structure since 2004	2	2		-

Objectives

The principal objective of the subject is to familiarise the students with the law that governs organised economic activity by placing in the company and its forms of juridical organisation the principal line of the programme. In fact, it is considered essential that whoever is inclined to develop his professional activity in the entrepreneurial field should know, from the point of view of its juridical-private regulation, the environment in which corporate activity takes place.

Therefore, in a brief first part, the subject deals with the objectively considered commercial law: delimitation of its ambit, so as to permit knowledge of which law is applicable to the acts that are qualified as trade acts ; in which directions that specific regulation is directed, bearing in mind the determinant interests of that specificity, emphasising ideas such as negotiating swiftness and consideration of the more recent means of negotiation (such as, for example, electronic trade), safety of the transactions and the central role of credit.

In a second part, the programme spreads to the study of the subjects of juridical commercial relations: it stems from the idea of company – as nuclear cell of the market – and of its protection, going through its concept, the businesses it may be the object of (conveyance and assignment of exploitation), by the system applicable to companies in difficult economic situation or of insolvency, as well as the protection given to certain realities of entrepreneurial life by the industrial property law (inventions; topographies of semi-conductor products; designs or models; trade names and logotypes; name of the establishment and symbol; brand, denominations of origin; unfair competition).

Then, the programme decisively goes into the study of commercial companies, as a privileged system of juridical structure of the company: it broaches the concept of commercial company and the advantages of this precept; analyses the positions of the partners by pondering the main partnership rights and obligations (down payment obligations and obligation to share in the company’s losses; right to profit, right to information and right to vote). The purpose is to integrate the students in the particular microcosms of the commercial company, emphasising its main vicissitudes: merger, division, transformation and dissolution.

Still in the ambit of companies law, reference to the higher forms of company organisation is widened: the pluri-company (confederate companies or groups of companies), as a way to gain competitiveness.

Finally, taking into account the fact that the economic activity takes place in ever widening spaces, integrated or not, the last chapter is dedicated to international contracts, dealing with the theme of protection of interests: in the negotiation phase, from the preliminary negotiations (pre-contractual responsibility) to the protection mechanisms in the negotiation (letters of intent, preliminary agreements); in the final wording of the contract (safeguard clauses and penalty clauses).

Program

CHAP. I - NOTION OF COMMERCIAL LAW

1. The act of commerce in Portuguese law.
1.1. Delimitative rules of commercial law.
2. Commercial law as the law for organised economic activity.

CHAP. II – THE SPECIALITY OF COMMERCIAL LAW

3. Determining interests of the speciality of commercial law.
3.1. Swiftness in making business deals. Negotiating formality.
3.2. Circulation of the credits. The system of circulation of securities.
3.3. Safety and firmness of the transactions.
3.4. Guardianship of the credit.

CHAP. III – SOURCES OF COMMERCIAL LAW

4. The commercial law.
5. The relevance of commercial practice and customs.


CHAP. IV - COMMERCIAL BUSINESSMAN (TRADER)

6. Notion.
7. Types.
8. Conditions of acquisition of the attribute of trader.
8.1. Individuals.
8.2. Corporate bodies.

CHAP. V - COMPANY OR COMMERCIAL ESTABLISHMENT

9. Notion and elements.
10. Business about the company.
10.1. Conveyance.
10.2. Lease of the establishment (assignment of exploitation).
11. Recovery of the company and bankruptcy.
12. Industrial property.
12.1. General view.
12.2. New creations.
12.3. The distinctive signs of commerce.
12.3.1. Common principals of its incorporation.
12.3.2. The trade mark. Notion. Obligation. Formalities.
Rules of incorporation. Juridical protection.
12.4. Unfair competition.

CHAP. VI – COMMERCIAL COMPANIES

13. Economic-juridical advantages.
14. Concept.
14.1. The sole proprietorship.
14.2. Civil companies in business form.
14.3. The European Company.
15. The corporate entity of commercial companies.
15.1. Patrimonial autonomy as a presupposition of corporate entity.
16. Obligations and rights of the partners.
16.1. Main obligations of the partners.
16.1.1. Down payment obligation.
16.1.2. Obligation to share in the losses.
16.1.2.1. Supply contract.
16.2. Main rights of the partners.
16.2.1. Right to profits.
16.2.2. Right to participate in the resolutions of the partners.
16.2.3. Right to information.
17. Transformation, merger and division of companies.
18. Dissolution and liquidation of companies.
19. Confederate companies.
19.1. Concept.
19.2. Reason for being.
19.3. Direction of the legal regulation.
19.4. The different types of confederate companies.

CHAP. VII – SPECIAL TRADE CONTRACTS

20. Financial lease contract.
21. Agency contract.
22. Commercial concession contract.
23. Factoring contract.
24. Franchising contract.

CHAP. VIII –INTERNATIONAL CONTRACTS

25. International nature of the contract.
26. Protection of interests.
26.1. Preliminary negotiations
26.1.1. Pre-contractual responsibility
26.1.2. Conventional adoption of protection mechanisms in the negotiation of the contract
26.1.2.1 The letter of intent
26.1.2.2. Making preliminary agreements in the negotiation period
a) Confidentiality agreements
b) Agreements of exclusion of hostile public offer for acquisition of shares
c) Agreements of exclusive negotiation

26.1.3 Protection of interests in the final wording of the contract.
26.1.3.1. Safeguard clauses
26.1.3.2. Penalty clauses in international contracts

Main Bibliography

ABREU, José Manuel Coutinho de - Curso de Direito Comercial [Commercial Law
Course], vol. I, Almedina, Coimbra, 1998

TORRES, Carlos Maria Pinheiro - O acto constitutivo das sociedades [The
incorporation act of companies]
(photocopied edition)

TORRES, Carlos Maria Pinheiro - O Direito à Informação nas Sociedades
Comerciais [The Right to Information in Commercial Companies], Almedina, Coimbra, 1998

TORRES, Carlos Maria Pinheiro – Principais Direitos e Obrigações dos Sócios [Main Rights
and Obligations of the Partners]
(photocopied edition)

TORRES, Carlos Maria Pinheiro - Contratos Internacionais [International
Contracts] (photocopied edition)
TORRES, Carlos Maria Pinheiro - A Sociedade Europeia [The European Company] (photocopied edition)



CHAP. I
1. Course, pages 40 to 47 and 64 to 71.
2. Course, pages 16 to 20.

CHAP. II
3. and 4. Course, pages 172 to 174.

CHAP. III
4. and 5. Course, pages 24 to 29.

CHAP. IV
6., 7. and 8. Course, pages 78 to 84 and 88 and 89.

CHAP. V
9. The Law, page 170, note 199.
10.1. Course, page. 245 to 267.
10.2. Course, pages 271 to 278.
11. Course, pages 287 to 299.
12.3. Course, pages 301 and 302, 313 and 314, 363 to 365, 367 to 369.
12.3.1 and 12.3.2. Course, pages 132 to 143.

CHAP. VI
14. The act, 1.
16. Main Rights and Obligations of the Partners.
16.1.1., 16.1.2. and 16.2.1. The act, 2.2.6.
16.2.2. The Law, pages 15 to 21, 113 to 118, 121 to 136.

CAP. VIII International Contracts

Teaching methods and learning activities

Oral presentation of subject corresponding to lesson summary, whenever suitable with practical examples. The pratical cases should be object of debate with the students

Evaluation Type

Evaluation with final exam