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Type: |
OB | Curs: |
3 | Period: |
S semester |
ECTS Credits: |
4 ECTS |
Group | Teacher | Department | Language |
---|---|---|---|
Sec: A | Javier Fontcuberta Llanes | Derecho | ESP |
Sec: A | Miguel Trías Sagnier | Derecho | ESP |
Group | Teacher | Department | Language |
---|---|---|---|
Sec: B | Javier Fontcuberta Llanes | Derecho | ESP |
Sec: B | Miguel Trías Sagnier | Derecho | ESP |
11. Tenacity, persistence, constancy |
8. Quality orientation and achievement |
19. Teamwork and collaboration |
11 | 8 | 19 | |
Case studies, group work, debates and final exam |
1. CONTENTMERCANTILE COMPANIESObjective: learn about different types of companies, in particular, public limited and limited liability companies, both in terms of their creation and organisation as well as their structural modification. Content: Mercantile companies. Partnerships. Public limited company: Concept, foundation, capital, governing bodies, annual accounts, statutory modifications, dissolution. |
2. COMMERCIAL COMPANIES. PARTNERSHIPS.TOPIC 1. COMMERCIAL COMPANIES IOrigin and evolution. The formation of company types up to their codification. 19th century codification. Evolution of the codification up to the present day and trends in the formation of new types of company. Economic importance of the social entrepreneur. Concept of the commercial company. Civil and commercial companies. The choice of the type of company. Mercantile company due to the object or the structure. The use of commercial types for non-commercial purposes. TOPIC 2. COMMERCIAL COMPANIES II The founding of companies. The core business and its elements: doctrinal orientations regarding the characterisation of the core business; Spanish law. Capacity and consent. Object: different meanings (object as an activity to be carried out; object as a contribution: the contribution and its adaptation to the company type). Cause. Structure. Effects of the foundation. The legal capacity: levels of subjectification in social entities. Internal legal relations: partner-society relation. Administration and representation: social bodies. External legal relations: assets and responsibility. Registered office and nationality of companies. Foreign companies in Spain. Types of commercial company. Legal types and atypical companies. Partnerships and capitalist societies. The joint venture contract. TOPIC 3. PARTNERSHIPS The collective company: concept, characters and importance. The foundation. Internal legal relations: statute of the collective partner. Organisation: management and social agreements. Property regime: the partners' participation and the obligation to contribute. Particularities of the industrial partner. External legal relations: representation. Responsibility through social debt. The simple limited partnership: concept, characteristics and importance. The foundation. Types of partner and the characteristics for each type. Internal legal relations: statute of the limited partner. Organisation: management and social agreements. Property regime: the partners' participation and the obligation to contribute. External legal relations: representation. Responsibility through social debt. Dissolution and liquidation of partnerships. |
3. CAPITAL COMPANIES (I). THE PUBLIC LIMITED COMPANY.TOPIC 4. INTRODUCTIONConcept of Public Limited Companies and their regulation. Public Limited Company: Origin and historical evolution. Economic and social significance in the market system. Its diverse economic function: publicly and privately-held companies. Spanish Law: background and prevailing regulations. Concept and characteritics of the Public Limited Company. Capitalist society. Incorporation of the status of partner to a negotiable value: the share. Limitation of liability: 'piercing the corporate veil' doctrine. Legal status and corporate organisation. Mercantile due to structure. TOPIC 5. FOUNDATION Types of foundation. Simultaneous foundation: formal requirements, public deed and registration. The foundation of the single shareholder company. Successive foundation: constitutional process. Public deed and social statutes: their contents. Advantages of founders and promoters. Proposed company: regime of the obligations assumed before registration. De facto corporation. Defects of the foundation. The annulment of the company. TOPIC 6. SHARE CAPITAL AND SHARES. OBLIGATIONS. The concept of share capital. Capital and property. The main guiding principles for capital. The debate over the guarantee function of capital. Subscription and payment. Contributions made by the partners: cash and non-cash. The share as part of the capital. The principle of equivalence between nominal values and contributions. The shareholders' obligations: contributions, payments, issues above par and ancillary obligations. The share as a set of rights. Shareholders' rights: political rights (vote, information, contestation) and economic rights (profit sharing, liquidating distributions). The right to preferential subscription. Other rights. Ordinary and preference shares. Non-voting shares. Redeemable shares. The defaulting shareholder. The share as a negotiable value. Representation through and certificates and book entries. Formal requirements for certificates: nominative and bearer shares. Provisional share certificates. Transfer of shares. Limitations on free transfer. Constitution of security interests over shares: joint ownership, lien and beneficial ownership of shares. Insider trading: original and derivative acquisition, financial aid. Reciprocal shareholdings. Obligations: Concept and types. Convertible bonds. Issue. Bondholders' union. Amortisation. TOPIC 7. MODIFICATION OF COMPANY STATUTES. DISSOLUTION OF PARTNERSHIPS. Doctrinal approach and legal treatment. Rules to protect shareholders: general and specific requirements (imposition of new obligations, modifications detrimental to one share type). Special cases: restrictions on free transfer and modifications of the business objectives. Increase of share capital: general requirements, proceedings and forms. Delegation to the administrators and authorised capital. Types of capital increase in accordance with the exchange value: new contributions; reserves; credit compensation; conversion of bonds into shares. The right to preferential subscription and its exclusion. Reduction of share capital: general requirements, proceedings and forms. Creditor guarantee. Different categories, depending on their economic function: return of contributions and cancellation of called-up share capital; constitution or increase in reserves; compensation for losses (the accordion operation); the so-called reduction to be charged to reserves. Dissolution of partnerships. Dissolution due to not distributing dividends. TOPIC 8. GOVERNING BODIES IN PUBLIC LIMITED COMPANIES I: THE GENERAL ASSEMBLY. The bodies of the Public Limited Company. Organisational models of public limited companies: evolution and current trends. The position of the bodies and their relations under Spanish Law. The modern trends of Corporate Governance. The Unified Code on Good Corporate Governance. The advertising of corporate governance. The General Assembly of Shareholders. Meetings in privately held companies. Meetings in public companies. The problems of delegation and absenteeism. Different categories of shareholders: controlling, institutional and individual. Competences of the Assembly. Types of assembly: ordinary and extraordinary, general and special. Call for General Assmbly: power and obligation to call; requirements; legal call; the universal assembly. Constitution: right to attend; representation; quorums.Holding, right to information; deliberation; voting and voting pacts (share syndication: its advertising in listed companies), formation of majorities and reaching of agreements. Regulations of the Assembly. The minutes of the assembly and their approval. Contestation of social agreements. Causes of contestation. Legitimation, expiry and proceedings. TOPIC 9. GOVERNING BODIES IN PUBLIC LIMITED COMPANIES II: THE ADMINISTRATORS General characterisation and forms of organisation. Function and competences of the administrators: management and representation. The sphere of representation: actions unrelated to the social object. Legal nature of the administration's relation. Capacity and aptitude to be an administrator. Prohibitions and incompatibilities. Nomination and duration of the position. The dismissal of administrators and the causes. Compensation. Administrators' duties and conflicts of interest. Regime of responsibility and its demands. The Board of Directors as a governing body. Nomination of board members: proportional representation and co-opting system Internal functioning, positions and delegation of powers. CEOs and executive committees. Board Regulations. Contestation of agreements. The Board of Directors in public companies. The modern trend for them to become supervisory bodies. TOPIC 10. ANNUAL ACCOUNTS AND THEIR INSPECTION Structure of annual accounts. The balance. The profit and loss account. The report. The management report. Preparation of the annual accounts. Preparation of the abridged annual accounts. Consolidated accounts. Inspection: auditing of accounts. General problems and evolution of comparative law. Spanish regime: obligatory nature. Object of the audit and contents of the report. The auditors: their independence, nomination, revocation and responsibility. Approval of the annual accounts: meaning of the approval and treatment in comparative law. Advertising regime: filing with the Companies Register. Effects of non-compliance with the obligation to file. The application of the accounting profit or loss. Distribution of dividends. Legal, statutory and voluntary reserves. Interim dividends. TOPIC 11. DISSOLUTION AND LIQUIDATION OF THE COMPANY Concept and causes of dissolution. Proceedings. Effects. Responsibility of the administrators with regard to the dissolution. Dissolution and insolvency proceedings. The liquidation of the company. The liquidators. Liquidation operations. Termination of the public limited company. |
1 | 2 | 3 | |
Case studies, group work, debates and final exam |
Description | % |
---|---|
Case studies, group work, debates and final exam | 100 |
Group | Teacher | Department |
---|---|---|
Sec: A | Javier Fontcuberta Llanes | Derecho |
Sec: A | Miguel Trías Sagnier | Derecho |
Group | Teacher | Department |
---|---|---|
Sec: B | Javier Fontcuberta Llanes | Derecho |
Sec: B | Miguel Trías Sagnier | Derecho |