Business Law

Code:

MIET0022

Acronym:

DE

Keywords
Classification	Keyword
OFICIAL	Commercial Law
OFICIAL	Civil Law
OFICIAL	Industrial Law

Instance: 2023/2024 - 1S

Active?	Yes
Responsible unit:	Department of Industrial Engineering and Management
Course/CS Responsible:	Master in Innovation and Technological Entrepreneurship

Cycles of Study/Courses

Acronym	No. of Students	Study Plan	Curricular Years	Credits UCN	Credits ECTS	Contact hours	Total Time
MIET	15	Syllabus since 2008/09	2	-	3	21	81

Teaching language

English

Objectives

The main objective of the Business Law curricular unit is to make known the relevant legal framework for pursuing a corporate business plan in the area of ​​technological innovation. Minimizing the legal risks inherent to the exercise of an economic activity commonly involves the constitution of a commercial company (including a startup), being an autonomous legal structure of the founding partners with their own corporate bodies: assembly of partners, management body, body supervisory bodies, as a rule, among other optional corporate bodies. The constitution of a commercial company also organizes the power relations (social rights and obligations) between the founding partners, when there are two or more, and it is possible and advisable to formalize these power relations in the initial company contract and in parasocial agreements ( e.g., preferential rights to acquire quotas or shares; special rights to dividends; special right to reimbursement of the value of quotas or shares, in the event of liquidation of the company; limitations on the transferability of quotas and shares; anti-dilution rights of capital participation ; call and put options; drag-along right and tag-along right, among other contractual clauses). The operation of a commercial company (including a startup) in the market generally involves obtaining financing, whether from partners or, above all, from third parties, with emphasis on obtaining venture capital investment.

Attending the UC provides students with knowledge that allows them to understand the basic legal structure of companies and the relevance of legal advice in the future, with a view to preventing and anticipating the legal risk of certain actions, decisions, transactions and economic and financial operations in the pursuing a business project through a commercial company (including a startup).

Learning outcomes and competences

At the end of the curricular unit the student must be able to:1. Understand the importance of establishing a limited liability commercial company as a primary legal instrument for carrying out an economic activity.2. Identify and characterize commercial limited liability companies and public limited commercial companies.3. Recognize the corporate structure of limited liability companies and public limited companies, identifying the mandatory and optional bodies and the main duties and obligations of their members at corporate and tax levels.4. Understand the importance of conforming, initially or later, the content of the company contract and shareholder agreements through the inclusion of certain optional clauses regarding, among other aspects, special rights of partners, obligations of partners, optional corporate bodies and regime of transferability of shareholdings to anticipate and minimize legal risks and conflicts between partners.5. Distinguish the forms of financing for startups and identify the typical relevant clauses of contracts concluded within the scope of a venture capital investment and the strategies for exit and divestment.

Working method

Presencial

Program

1. Commercial companies as vehicles of economic activity
2. Types of commercial companies – limitation to limited liability companies and public limited companiesReasons/interest in conducting business activities through commercial companies – limitation of liability of partners in limited and limited liability companies; The fiscal responsibility of managers and administrators
3. The company incorporation process - The online/on-the-spot incorporation process
4. Articles of association – formalities and registration
5. Mandatory elements of the articles of association in general and in particular in SQ and SA
6. Personality, capacity for enjoyment and capacity for exercise – application of concepts to commercial companies
7. Management and Administration – appointment, duration, resignation and dismissal. Exclusivity and competition of members of corporate bodies. The bond of society
8. Supervision of companies
9. Transfer of shareholdings (quotas and shares)
10. Rights and obligations of partners. Special categories of shares
11. Shareholder agreements – usual clauses: right of preference, anti-dilution clauses, Drag-along, Tag-along
12. Startup financing: special and relevant clauses of a venture capital investment contract for regulating the relationship between investors and founding partners and contractual strategies for exit and divestment (i.e. for the disposal of equity stakes and, eventually, investor credits).

 

Mandatory literature

Zweigert, K; Kötz, H.; An introduction to comparative law, Oxford University Press, 1998. ISBN: 978-0198268598
Bagley, Constance E.; Dauchy, Craig E.; The Entrepreneur's Guide to Business Law, South-Western College Pub, 2017. ISBN: 978-1285428499

Complementary Bibliography

Cornish, W.; Llewelyn, D.; Aplin, T.; Intellectual Property: Patents, Copyrights, Trademarks & Allied Rights, Sweet & Maxwell, 2013. ISBN: 9780414025592
Carlos Ferreira de Almeida, Luís M. Couto Gonçalves, Cláudia Trabuco; Contratos de direito de autor e de direito industrial. ISBN: 978-972-40-4678
Cunha, Paulo Olavo; Direito Empresarial para Economistas e Gestores, Almedina, 2016. ISBN: 9789724065403

Teaching methods and learning activities

This course unit is based on an active learning methodology, being therefore focused on practical aspects, without disregarding the transmission of the necessary knowledge to develop a solid theoretical base, thus enabling students to apply the adjusted tools to real situations. Hence, the methods applied, which aim to combine the awareness of reality with the students’ participation and creativity, are chiefly based on the presentation of concepts and techniques, as well as case discussions.

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)
Estudo autónomo	70,00
Frequência das aulas	30,00
Total:	100,00

Eligibility for exams

All students properly enrolled may complete the course unit by approval in a final exam.

Calculation formula of final grade

Final exam: 100%

Classification improvement

Students are allowed to improve their grade only by final written exam.