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Derecho Mercantil (19BBA70000)

General information

Type:

BAS

Curs:

1

Period:

S semester

ECTS Credits:

6 ECTS

Teaching Staff:

Group Teacher Department Language
Sec: A Blanca Ballester Casanella Derecho CAT

Group Teacher Department Language
Sec: B Luis Mirosa Martínez Derecho ESP

Group Teacher Department Language
Sec: C Jordi Adell Martinez Derecho CAT

Workload distribution

Workload distribution:
Lectures: 48 hours
Participatory sessions: 12 hours
Independent study: 90 hours

COURSE CONTRIBUTION TO PROGRAM

Through this course, participants will acquire knowledge regarding:
- The legal structure necessary to carry out business activity.
- The available legal resources to carry out that business.
- The most basic and representative legal limits to be considered when starting or carrying out business.

Course Learning Objectives

Having taken this course students will be able to undertake a critical analysis of legal questions related to business activity; it will enable the understanding of and give purpose to other courses included in the programme; it will enable decision-making within the legal limits for specific activities students go on to develop and it will provide basic criteria to understand, as well as decide on the advisability of and offer general evaluations of the advice and activities conducted by legal professionals.

Competences

1. Knowledge acquisition, comprehension and structuring
7. Comprehension of the complexity of the local and global contexts
3. Taking decisions / making judgments

Relation between Activities and Competences

1 7 3
Case study analyses      
Practical case studies      
Exam      
Dynamic reflection and comparison      
Independent study      

CONTENT

1. The law, regulations and legal structure

The concept of Law.
Legal rule. Types of norms.
Legal structure.
National and supranational legislation. European Law.
Branches of law

2. Mercantile Law and the legal status of entrepreneurs

Mercantile Law: Concept and system of sources.
The business and entrepreneur concepts.
Legal status of entrepreneurs.
Types of entrepreneurs.
Individual entrepreneurs.

3. Entrepreneurs

Enterpeneurs. Personalist and capitalist companies.
The legal personality of mercantile companies.
Basic types of mercantile companies

4. Corporations: Founding

Founding the company.
Memorandum of constitution. Statutes.
Share distribution.
Assets, equity and reserves.
Shares and participation.

5. Corporations: Governing bodies

Governing bodies in corporations.
General Assembly of Shareholders. Concept, types and competencies.
Administrative body. Concept and functions. Structures.
Administrator responsibilities.
Challenging agreements.

6. Corporations: Modifying statutes

Modifying statutes: General requirements.
Capital increases. Types. Pre-emptive rights.
Capital reductions. Types. Protection of creditors.

7. Corporations: Structural modifications and termination

Structural modifications. General procedure.
Transformation. Assumptions and effects.
Mergers. Types. Procedure. Exchange ratio.
Separation. Types and effects.
Dissolution, settlement and termination.

8. Entrepreneurs and the market: Distinctive signs and industrial creations

Law on distinctive signs.
Trade name and trademarks. Concept and function. Types. Prohibitions.
Law on industrial creations.
Patents. Concept and special requirements.
Protections for the right of exclusivity. Transferal of rights.
The utility model.

9. Law on Competition: Protection of free competition

Defence of competition and prohibition of unfair competition: Concepts and differences.
Defence of competition: collusive acts, abuse of dominant position, falsification for unfair acts.
Mergers and acquisitions.
Public grants. Competent bodies, procedures and sanctions.

10. Law on Competition: Prohibition of unfair competition

Unfair competition: Concept and limits.
Acts of unfair competition. Detail of causes.
Unfair commercial practices with consumers or users.
Actions stemming from unfair competition.

11. General theory on obligations and contracts. Purchase/sale of goods/services

Obligations and contracts: Concept and types. Mercantile specialisations.
Purchase/sale: Concept. Commerciability.
Objective elements: the product/service and prices.
Party obligations. Transfer of risk.
Special purchase/sale.

12. Agency, distribution and franchise contracts/agreements

Agency contract: Concept and economic function. Obligations between parties. Termination and agent indemnity.
Distribution/concession contract: Concept and economic function. Party obligations. Exclusivity.
Franchise contract: Concept and economic function. Party obligations.

13. Bank contracts

Banking transactions: Concept, characteristics and types.
Active transactions. Loan agreements. Initiating loans, documentary credit and discounting agreement. Concept and economic functions. Party obligations.
Passive transactions: Bank deposits. Types.
Other banking transactions: Bank guarantees and transfers.

14. Bankruptcy

Bankruptcy proceedings: Objective and subjective assumptions.
Bankruptcy declaration: Agreement and settlement.
Bankruptcy decision.
Dissolution due to losses. Assumptions and responsibilities.

Relation between Activities and Contents

1 2 3 4 5 6 7 8 9 10 11 12 13 14
Case study analyses                            
Practical case studies                            
Exam                            
Dynamic reflection and comparison                            
Independent study                            

Methodology

ASSESSMENT

ASSESSMENT BREAKDOWN

Description %
Practical case studies 20
Exam 60
Dynamic reflection and comparison 20

Assessment criteria

Exams: Students' knowledge of the set topics will be assessed through a mid-term exam (exempting students from answering questions on the subjects included in this mid-course exam in the final exam) and a final exam, for which students will be set individual questions on each of the sections of the course as set out in the syllabus. Students' marks on these exams correspond to 60% of their final marks for the subject.

Practical case studies: Assessment will be based partly on the marks obtained on the case study analyses carried out during the course. Students' mean marks on these case studies represent 20% of their final marks for the subject.

Dynamic reflection and participation: Students' contributions to the classes will be taken into account. Their mean marks on this component represent 20% of their final marks for the subject.

Students need to earn a minimum mean mark of 5 (out of 10) on the exams to be able to weigh their marks on the practical case study and dynamic-reflection/participation components.

Bibliography

Short bibliography:
Sánchez Calero, Fernando: Principios de Derecho Mercantil. Thomson Aranzadi.

Muñoz Delgado, José Alfredo: Introducción al Derecho mercantil (ADE). Editorial Aranzadi

Uría, Rodrigo - Menéndez, Aurelio: Leeciones de Derecho Mercantil. Civitas Ediciones, S.L.

Timetable and sections

Group Teacher Department
Sec: A Blanca Ballester Casanella Derecho

Timetable Sec: A

Group Teacher Department
Sec: B Luis Mirosa Martínez Derecho

Timetable Sec: B

Group Teacher Department
Sec: C Jordi Adell Martinez Derecho

Timetable Sec: C