Corporate Law and Law of Contracts

Code:

1EC205

Acronym:

DCS

Keywords
Classification	Keyword
OFICIAL	Legal Sciences

Instance: 2018/2019 - 1S

Active?	Yes
Responsible unit:	Secção Autónoma de Direito
Course/CS Responsible:	Bachelor in Economics

Cycles of Study/Courses

Acronym	No. of Students	Study Plan	Curricular Years	Credits UCN	Credits ECTS	Contact hours	Total Time
LECO	301	Bologna Syllabus since 2012	2	-	6	63	162

Teaching language

Portuguese

Objectives

The principal objective of the curricular unit  is to familiarise the students with the law that governs organised economic activity by placing in the contract, 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 first part, the studies will be centred in the Contract.

In a second part, the programme spreads to 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.

Learning outcomes and competences

It is aimed that the students are able to identify the main legal issues arising in the companies and corporations fields, as well to adopt critical decisions both from an investor and a manager point of view. 

Working method

Presencial

Program

Part I - Contracts 

Formation of contract 
- Effects of contract 
- Performance of contracts and discharge 
- Remedies for breach of contract 

Part II – 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. 

Mandatory literature

Paulo Olavo Cunha; Direito das Sociedades Comerciais , Almedina, 2012. ISBN: 972-40-2966-2
H. Hörster; A parte geral do Código Civil português. Teoria geral do Direito civil, Almedina, 2011
Carlos Ferreira de Almeida; ;Contratos I: Conceito, fontes, formação, Almedina, 2008
Jorge Leite Areias Ribeiro Faria; Direito das Obrigações - VOL I, Almedina, 2003. ISBN: 9789724004556
Jorge Leite Areias Ribeiro Faria; ;Direito das Obrigações - Vol. II, Almedina, 2001. ISBN: 9789724004563

Teaching methods and learning activities

Teaching methodologies: theorectical presentation followed by Case Studies analyses.

Evaluation Type

Distributed evaluation without final exam

Assessment Components

Designation	Weight (%)
Teste	100,00
Total:	100,00

Amount of time allocated to each course unit

Designation	Time (hours)
Frequência das aulas	56,00
Total:	56,00

Eligibility for exams

 N.A.

Calculation formula of final grade

Distributed evaluation without final exam

2  tests  50% (1.º test); 50% (2.º test)

or

Final Exam