Derecho Mercantil III

Group	Teacher	Department	Language
Sec: A	Antonio Delgado Planas	Derecho	ESP
Sec: A	Miguel Trías Sagnier	Derecho	ESP

Group	Teacher	Department	Language
Sec: D	Miguel Trías Sagnier	Derecho	ESP
Sec: D	Antonio Delgado Planas	Derecho	ESP

8. Quality orientation and achievement
19. Teamwork and collaboration
3. Taking decisions / making judgments

CONTENT

1. CONTENT STANDARD FORMAT: CAPITAL OPERATIONS AND STRUCTURAL MODIFICATIONS Objective: Learn about the concept and dynamics involved in capital operations and structural changes. Content: Capital increases and reductions; business based on own shares; transformation; mergers; divisions; global transfers; international moves. MERCANTILE COMPANIES Objective: Learn about how these companies function in the mercantile area and the dynamics of collaboration and association Content: Other business types, corporate groups and collaboration between companies BANKRUPTCY LAW Objective: Assumptions regarding corporate bankruptcy and basic regulation governing bankruptcy proceedings. Content: Subjective and objective assumptions; bankruptcy proceedings; declaration of bankruptcy proceedings; bankruptcy administration; effects on debtors; effects on creditors; effects on contracts. EXTENDED FORMAT: BANKRUPTCY LAW Objective: Become familiar with bankruptcy proceedings and their dynamics. Determine total assets and liabilities. Bankruptcy proceeding phases and settlement. Assessment. STOCK MARKET Objective: Learn about the stock market structure and how it functions, with special emphases on the stock exchange and specific regulations governing publicly-listed companies. Content: Stock market: principles, regulation, institutions and operators. Primary market. Secondary market. Publicly-listed companies. Joint investment companies. Pension plans and funds. STANDARD FORMAT SYLLABUS: I. CAPITAL DYNAMICS TOPIC 1. CAPITAL INCREASES AND REDUCTIONS Capital increases: general requirements, proceedings and types. Delegating in administrators and authorised capital. Types of capital increases according to equivalents: new contributions, reserves, compensation for credits, conversion of bonds into shares. Right to pre-emptive subscription and its exclusion. Capital reductions: general requirements, proceedings and types. Guarantees for creditors. Different types according to their economic function: restitution for contributions and waiver of liabilities, constitution or increase in reserves, compensation for losses (accordion feature), so-called reduction against reserves. II. Structural modification of mercantile companies TOPIC 2. MERGERS. Concept and assumptions regarding a possible transformation. Maintaining the company¿s legal personality. Proceeding: supervision by partners and creditors. The agreement and its registry. Concept and types of mergers. Economic function: company concentration. Legal requirements: continuity of participation and termination of one of the companies merging. Effects of the merger: universal succession. Proceedings: preparation (merger project, reports from administrators and experts, merger balance sheet), decision (general assembly of shareholders and acceptance of the agreement) and execution (publication, right to challenge, deed and registration). Challenging the merger. Special mergers. Mergers after leveraged buyouts. International mergers: legal regime and proceedings; right to separate partners. European public limited companies. TOPIC 3. DIVISION. GLOBAL CESSION OF ASSETS AND LIABILITIES. INTERNATIONAL TRANSFER OF HEADQUARTERS. Concept and types of divisions. Economic function. Legal regime and its effects. Proceeding specificities: specific content in division projects and reports from administrators and exports. Regime on control by creditors. Global cession of assets and liabilities: concept and types Legal regime and proceedings. International transfer of headquarters: concept and types. Legal regime and proceedings. Right to separate partners III. Other entities operating in the market, collaboration between companies and groups of companies TOPIC 4. PROFESSIONAL COMPANIES AND CO-OPS. Professional companies: concept, function and legal regime. Co-ops: concept, traits, types and legal regime. TOPIC 5. TYPES OF COLLABORATION BETWEEN COMPANIES. GROUPS OF COMPANIES. Means of collaboration between companies (joint ventures). Economic interest grouping and European economic interest grouping. Temporary union of companies. Economic function and problems associated to groups of companies. Regulatory models and treatment in Spanish and European Law. Protection of external partners, creditors and workers in acquired companies. Regime governing responsibilities. Consolidated accounts. TOPIC 6. SPANISH BANKRUPTCY LAW. Crises within companies and their legal treatment. Function of Bankruptcy Law: protect creditors and par conditio creditorum. Modern evolution: preservation of the company and protection of other interests. Regulations in Spanish Bankruptcy Law: Organic Laws on Bankruptcy Reform and Ordinary Bankruptcy Proceedings, dated July 9th, 2003. Critical analyses and successive reforms of the Bankruptcy Law. Legal policies inspiring Spanish Bankruptcy Law. Bankruptcy proceedings: concept and traits. Regime governing special bankruptcy proceedings. General proceeding norms and system of appeals. Additional Procedural Law. Norms in International Private Law. Mercantile/Commercial Court: nature, creation, provision and competencies. Mercantile Court judge as a jurisdictional body: international and national. The principle of exclusive and excluding jurisdiction. Intervention by the Tax Authority. TOPIC 7. ASSUMPTIONS REGARDING BANKRUPTCY PROCEEDINGS. BANKRUPTCY ADMINISTRATION. Subjective assumption: universality of bankruptcy proceedings. The proceedings and groups of companies. Objective assumption: insolvency. Current and imminent insolvency. The obligation to request a declaration of bankruptcy. Preliminary proceedings: preliminary negotiations and communication; effects. Types of proceedings: voluntary and necessary. Incentives for a prompt request for bankruptcy. Formal assumption: declaration of bankruptcy. Proceedings to declare bankruptcy. Legitimation: request by debtor, creditor and other legitimated parties. Means to present said request. Precautionary measures for debtors and administrators of the legal entity. Challenge by debtors. The Order regarding the declaration of bankruptcy: content, publication and effects. Appeals. The bankruptcy administration: structure. Personnel: subjective conditions, incapacities, incompatibilities and prohibitions. Naming and acceptance. Termination. Faculties: cases of suspension and intervention. Statute governing the bankruptcy administration: means of action, remuneration and responsibility. TOPIC 8. EFFECTS OF THE BANKRUPTCY PROCEEDINGS ON DEBTORS, CREDITORS AND CONTRACTS Declaration of bankruptcy effects on debtors. Effects on rights and fundamental freedoms: correspondence, residency and free circulation. Effects on patrimonial faculties: intervention and suspension. The obligation to collaborate and inform. The principle of activity continuation: exceptions. Continuity of accounting. Preservation and administration of total assets. Right to sustenance. Effects on debtors as legal entities. Effects on creditors. Constitution of total liabilities. Delimitation of total liabilities. Types of credits in bankruptcy proceedings: bankruptcy credits and credits against total liabilities. Bankruptcy credits: with special privilege, with general privilege and subordinate credits. Assessment of credits and their consequences. List of creditors. Bankruptcy proceeding effects on individual actions: accumulation of declarative trials, arbitration proceedings, executions and collection of debt and the paralysation of tangible securities. Regime governing pay claims. Prohibition against compensation. Suspension of the accrual of interest. Interruption of prescription. Effects on contracts pending execution. EXTENDED FORMAT: I. Bankruptcy Law TOPIC 9. DETERMINATION OF TOTAL ASSETS. PREJUDICIAL ACTS FOR TOTAL ASSETS. PRELIMINARY REFINANCING AGREEMENTS Total assets: concept and delimitation. Special assumptions. Determining total assets: reintegration and reduction. Recognition of goods. Inventory. Bankruptcy Administration report: structure, publication and challenge. Regime governing acts which are prejudicial to total assets and the suspicious period: general regime, assumptions iuris et de iure and assumptions iuris tantum. Legitimation and proceedings: effects of the sentence. Refinancing agreements prior to bankruptcy proceedings. Approval by the courts. TOPIC 10. BANKRUPTCY PROCEEDING SOLUTIONS: AGREEMENT AND SETTLEMENT. ASSESSMENT, CONCLUSION AND RE-INITIATION OF PROCEEDINGS. So-called system unity: procedural unity and flexibility. Conservative and value-based criteria in Bankruptcy Law. Agreements as a conservative solution for bankruptcy proceedings. Types of agreements. Agreement content. Proposal and acceptance: individual acceptance and by the general assembly. Preliminary proposal. Board of creditors: role and attributions. Call, constitution, deliberation and voting. Assembly minutes. Legal approval of the agreement: challenge. Effects of the agreement and its execution. Settlement as a value-based solution for bankruptcy proceedings. Assumptions to initiate settlement. Settlement and creditor payment operations: settlement plan. Bankruptcy proceeding assessment: function and scope. Assessment assumptions. Fortuitous and culpable bankruptcy proceedings. Culpable proceedings: general rule and specific assumptions. Dolo or severe guilt. Assessment proceedings: participation, report and challenge. Assessment sentence. Effects for administrators and liquidators of legal entities. Causes to terminate proceedings. Legal determination, appeals and publication. Effects. Re-initiating the proceedings II. Stock Market Law and publicly-listed companies TOPIC 11. FINANCIAL SYSTEM: INTRODUCTION, CONDUCT CODES. Financial markets. The stock market and financial instrument exchange. Sources of Stock Market Lat. Supervisory and regulatory bodies. The Spanish National Securities Market Commission (CNMV) as the regulatory, supervisory and inspection body. Primary and secondary markets. Transparency: the obligation to inform the market (full disclosure). Communication of relevant facts and periodic obligations to inform. Communication of significant participation. Regulation against market abuse. Internal regulations. Prohibition against the traffic of privileged information (insider trading). Prohibition against manipulating stock prices. Internal norms and the obligation to maintain information barriers (Chinese walls). Punitive regime: Penal Law and the Stock Market. TOPIC 12. THE PRIMARY MARKET. Target area: substantial and territorial delimitation. Means of access: initial public offerings, sale, the listing. Purposes: privatisation, capture resources, sell significant shares. Informational requirements to initiate negotiations: brochure, content and responsibility. Negotiation termination and exclusion. TOPIC 13. THE SECONDARY MARKET. TAKEOVER BIDS. Stock exchanges. Other financial instrument secondary markets. Participants: CNMV, investors, investment companies, investment guarantee funds, market companies, the Spanish Market Interconnection System (SIBE), market system and market operators. Contracting systems: auction market and continuous market. Share price segments: the primary and secondary markets and Latibex. Alternative stock exchange (MAB). Takeover bids. Concept and regulations. European Directive on takeovers and its incorporation within Spanish Law. Structure: subjective, objective and formal questions. Inspiring principles of said regulation. Types of takeovers. Consideration. Mandatory takeover bid: equitable price. Proceedings. Obligation to provide information. Hostile takeovers, defensive and neutralisation measures. Competing takeover bids. Squeeze-outs. TOPIC 14. LISTED COMPANY BY-LAWS. Publicly-listed companies: concept and legal status. General shareholders assembly: regulatory specialisations and regulations governing this assembly. The Board of Directors in open companies. The modern trend of endowing it with a supervisory role. Composition: CEOs and other members (independent and proprietary). Competencies and faculties that cannot be delegated. Joint or separate positions as president and chief executive. Audit, appointment and remuneration committees. Board regulations. Remuneration of CEOs and other board members. Shareholder agreements and their publication. Special informational instruments. Annual corporate governance and remuneration reports. TOPIC 15. JOINT INVESTMENT INSTITUTIONS Joint investment institutions: general regime. Investment companies. Investment funds. Investment management entities and depositories. Alternative funds. Venture capital. Companies and funds. Management bodies. Pension plans and funds.

1. CONTENT

STANDARD FORMAT: CAPITAL OPERATIONS AND STRUCTURAL MODIFICATIONS
Objective: Learn about the concept and dynamics involved in capital operations and structural changes.
Content: Capital increases and reductions; business based on own shares; transformation; mergers; divisions; global transfers; international moves.

MERCANTILE COMPANIES
Objective: Learn about how these companies function in the mercantile area and the dynamics of collaboration and association
Content: Other business types, corporate groups and collaboration between companies

BANKRUPTCY LAW
Objective: Assumptions regarding corporate bankruptcy and basic regulation governing bankruptcy proceedings.
Content: Subjective and objective assumptions; bankruptcy proceedings; declaration of bankruptcy proceedings; bankruptcy administration; effects on debtors; effects on creditors; effects on contracts.

EXTENDED FORMAT: BANKRUPTCY LAW
Objective: Become familiar with bankruptcy proceedings and their dynamics. Determine total assets and liabilities. Bankruptcy proceeding phases and settlement. Assessment.

STOCK MARKET
Objective: Learn about the stock market structure and how it functions, with special emphases on the stock exchange and specific regulations governing publicly-listed companies.
Content: Stock market: principles, regulation, institutions and operators. Primary market. Secondary market. Publicly-listed companies. Joint investment companies. Pension plans and funds.

STANDARD FORMAT SYLLABUS:
I. CAPITAL DYNAMICS
TOPIC 1. CAPITAL INCREASES AND REDUCTIONS
Capital increases: general requirements, proceedings and types. Delegating in administrators and authorised capital. Types of capital increases according to equivalents: new contributions, reserves, compensation for credits, conversion of bonds into shares. Right to pre-emptive subscription and its exclusion. Capital reductions: general requirements, proceedings and types. Guarantees for creditors. Different types according to their economic function: restitution for contributions and waiver of liabilities, constitution or increase in reserves, compensation for losses (accordion feature), so-called reduction against reserves.

II. Structural modification of mercantile companies
TOPIC 2. MERGERS.
Concept and assumptions regarding a possible transformation. Maintaining the company¿s legal personality. Proceeding: supervision by partners and creditors. The agreement and its registry. Concept and types of mergers. Economic function: company concentration. Legal requirements: continuity of participation and termination of one of the companies merging. Effects of the merger: universal succession. Proceedings: preparation (merger project, reports from administrators and experts, merger balance sheet), decision (general assembly of shareholders and acceptance of the agreement) and execution (publication, right to challenge, deed and registration). Challenging the merger. Special mergers. Mergers after leveraged buyouts. International mergers: legal regime and proceedings; right to separate partners. European public limited companies.
TOPIC 3. DIVISION. GLOBAL CESSION OF ASSETS AND LIABILITIES. INTERNATIONAL TRANSFER OF HEADQUARTERS.
Concept and types of divisions. Economic function. Legal regime and its effects. Proceeding specificities: specific content in division projects and reports from administrators and exports. Regime on control by creditors. Global cession of assets and liabilities: concept and types Legal regime and proceedings. International transfer of headquarters: concept and types. Legal regime and proceedings. Right to separate partners

III. Other entities operating in the market, collaboration between companies and groups of companies
TOPIC 4. PROFESSIONAL COMPANIES AND CO-OPS.
Professional companies: concept, function and legal regime. Co-ops: concept, traits, types and legal regime.
TOPIC 5. TYPES OF COLLABORATION BETWEEN COMPANIES. GROUPS OF COMPANIES.
Means of collaboration between companies (joint ventures). Economic interest grouping and European economic interest grouping. Temporary union of companies. Economic function and problems associated to groups of companies. Regulatory models and treatment in Spanish and European Law. Protection of external partners, creditors and workers in acquired companies. Regime governing responsibilities. Consolidated accounts.
TOPIC 6. SPANISH BANKRUPTCY LAW.
Crises within companies and their legal treatment. Function of Bankruptcy Law: protect creditors and par conditio creditorum. Modern evolution: preservation of the company and protection of other interests. Regulations in Spanish Bankruptcy Law: Organic Laws on Bankruptcy Reform and Ordinary Bankruptcy Proceedings, dated July 9th, 2003. Critical analyses and successive reforms of the Bankruptcy Law. Legal policies inspiring Spanish Bankruptcy Law. Bankruptcy proceedings: concept and traits. Regime governing special bankruptcy proceedings. General proceeding norms and system of appeals. Additional Procedural Law. Norms in International Private Law. Mercantile/Commercial Court: nature, creation, provision and competencies. Mercantile Court judge as a jurisdictional body: international and national. The principle of exclusive and excluding jurisdiction. Intervention by the Tax Authority.
TOPIC 7. ASSUMPTIONS REGARDING BANKRUPTCY PROCEEDINGS. BANKRUPTCY ADMINISTRATION.
Subjective assumption: universality of bankruptcy proceedings. The proceedings and groups of companies. Objective assumption: insolvency. Current and imminent insolvency. The obligation to request a declaration of bankruptcy. Preliminary proceedings: preliminary negotiations and communication; effects. Types of proceedings: voluntary and necessary. Incentives for a prompt request for bankruptcy. Formal assumption: declaration of bankruptcy. Proceedings to declare bankruptcy. Legitimation: request by debtor, creditor and other legitimated parties. Means to present said request. Precautionary measures for debtors and administrators of the legal entity. Challenge by debtors. The Order regarding the declaration of bankruptcy: content, publication and effects. Appeals. The bankruptcy administration: structure. Personnel: subjective conditions, incapacities, incompatibilities and prohibitions. Naming and acceptance. Termination. Faculties: cases of suspension and intervention. Statute governing the bankruptcy administration: means of action, remuneration and responsibility.
TOPIC 8. EFFECTS OF THE BANKRUPTCY PROCEEDINGS ON DEBTORS, CREDITORS AND CONTRACTS
Declaration of bankruptcy effects on debtors. Effects on rights and fundamental freedoms: correspondence, residency and free circulation. Effects on patrimonial faculties: intervention and suspension. The obligation to collaborate and inform. The principle of activity continuation: exceptions. Continuity of accounting. Preservation and administration of total assets. Right to sustenance. Effects on debtors as legal entities. Effects on creditors. Constitution of total liabilities. Delimitation of total liabilities. Types of credits in bankruptcy proceedings: bankruptcy credits and credits against total liabilities. Bankruptcy credits: with special privilege, with general privilege and subordinate credits. Assessment of credits and their consequences. List of creditors. Bankruptcy proceeding effects on individual actions: accumulation of declarative trials, arbitration proceedings, executions and collection of debt and the paralysation of tangible securities. Regime governing pay claims. Prohibition against compensation. Suspension of the accrual of interest. Interruption of prescription. Effects on contracts pending execution.

EXTENDED FORMAT:
I. Bankruptcy Law
TOPIC 9. DETERMINATION OF TOTAL ASSETS. PREJUDICIAL ACTS FOR TOTAL ASSETS. PRELIMINARY REFINANCING AGREEMENTS
Total assets: concept and delimitation. Special assumptions. Determining total assets: reintegration and reduction. Recognition of goods. Inventory. Bankruptcy Administration report: structure, publication and challenge. Regime governing acts which are prejudicial to total assets and the suspicious period: general regime, assumptions iuris et de iure and assumptions iuris tantum. Legitimation and proceedings: effects of the sentence. Refinancing agreements prior to bankruptcy proceedings. Approval by the courts.
TOPIC 10. BANKRUPTCY PROCEEDING SOLUTIONS: AGREEMENT AND SETTLEMENT. ASSESSMENT, CONCLUSION AND RE-INITIATION OF PROCEEDINGS.
So-called system unity: procedural unity and flexibility. Conservative and value-based criteria in Bankruptcy Law. Agreements as a conservative solution for bankruptcy proceedings. Types of agreements. Agreement content. Proposal and acceptance: individual acceptance and by the general assembly. Preliminary proposal. Board of creditors: role and attributions. Call, constitution, deliberation and voting. Assembly minutes. Legal approval of the agreement: challenge. Effects of the agreement and its execution. Settlement as a value-based solution for bankruptcy proceedings. Assumptions to initiate settlement. Settlement and creditor payment operations: settlement plan. Bankruptcy proceeding assessment: function and scope. Assessment assumptions. Fortuitous and culpable bankruptcy proceedings. Culpable proceedings: general rule and specific assumptions. Dolo or severe guilt. Assessment proceedings: participation, report and challenge. Assessment sentence. Effects for administrators and liquidators of legal entities. Causes to terminate proceedings. Legal determination, appeals and publication. Effects. Re-initiating the proceedings

II. Stock Market Law and publicly-listed companies
TOPIC 11. FINANCIAL SYSTEM: INTRODUCTION, CONDUCT CODES.
Financial markets. The stock market and financial instrument exchange. Sources of Stock Market Lat. Supervisory and regulatory bodies. The Spanish National Securities Market Commission (CNMV) as the regulatory, supervisory and inspection body. Primary and secondary markets. Transparency: the obligation to inform the market (full disclosure). Communication of relevant facts and periodic obligations to inform. Communication of significant participation. Regulation against market abuse. Internal regulations. Prohibition against the traffic of privileged information (insider trading). Prohibition against manipulating stock prices. Internal norms and the obligation to maintain information barriers (Chinese walls). Punitive regime: Penal Law and the Stock Market.
TOPIC 12. THE PRIMARY MARKET.
Target area: substantial and territorial delimitation. Means of access: initial public offerings, sale, the listing. Purposes: privatisation, capture resources, sell significant shares. Informational requirements to initiate negotiations: brochure, content and responsibility. Negotiation termination and exclusion.
TOPIC 13. THE SECONDARY MARKET. TAKEOVER BIDS.
Stock exchanges. Other financial instrument secondary markets. Participants: CNMV, investors, investment companies, investment guarantee funds, market companies, the Spanish Market Interconnection System (SIBE), market system and market operators. Contracting systems: auction market and continuous market. Share price segments: the primary and secondary markets and Latibex. Alternative stock exchange (MAB). Takeover bids. Concept and regulations. European Directive on takeovers and its incorporation within Spanish Law. Structure: subjective, objective and formal questions. Inspiring principles of said regulation. Types of takeovers. Consideration. Mandatory takeover bid: equitable price. Proceedings. Obligation to provide information. Hostile takeovers, defensive and neutralisation measures. Competing takeover bids. Squeeze-outs.
TOPIC 14. LISTED COMPANY BY-LAWS.
Publicly-listed companies: concept and legal status. General shareholders assembly: regulatory specialisations and regulations governing this assembly. The Board of Directors in open companies. The modern trend of endowing it with a supervisory role. Composition: CEOs and other members (independent and proprietary). Competencies and faculties that cannot be delegated. Joint or separate positions as president and chief executive. Audit, appointment and remuneration committees. Board regulations. Remuneration of CEOs and other board members. Shareholder agreements and their publication. Special informational instruments. Annual corporate governance and remuneration reports.
TOPIC 15. JOINT INVESTMENT INSTITUTIONS
Joint investment institutions: general regime. Investment companies. Investment funds. Investment management entities and depositories. Alternative funds. Venture capital. Companies and funds. Management bodies. Pension plans and funds.

Type:	OB	Curs:	3	Period:	S semester
ECTS Credits:	4 ECTS

Derecho Mercantil III (GED70121)

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CONTENT

1. CONTENT

Methodology

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Timetable Sec: D