 |
Educational guide |
| IDENTIFYING DATA |
2022_23 |
| Subject |
COMMERCIAL LAW I: FUNDAMENTALS OF COMMERCIAL LAW AND COMPANY LAW |
Code |
00304018 |
| Study programme |
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| Descriptors |
Credit. |
Type |
Year |
Period |
| 6 |
Compulsory |
Second |
Second
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| Language |
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| Prerequisites |
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| Department |
DERECHO PRIV. Y DE LA EMPRESA
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| Coordinador |
| PEREZ CARRILLO , ELENA FATIMA |
|
E-mail |
eperc@unileon.es
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| Lecturers |
| GARCIA ANGULO , BERNARDO LUIS | | GONZALEZ RODRIGUEZ , IVAN ALFONSO | | PEREZ CARRILLO , ELENA FATIMA |
|
| Web |
http://blogs.unileon.es/mercantil/ |
| General description |
This subject examines the fundamental institutions fall within the Commercial Law, with particular attention to company law, analyzing the aspects that are included in the program of the course. |
| Tribunales de Revisión |
| Tribunal titular |
| Cargo |
Departamento |
Profesor |
| Presidente |
DERECHO PRIV. Y DE LA EMPRESA |
RODRIGUEZ ESCANCIANO , SUSANA |
| Secretario |
DERECHO PRIV. Y DE LA EMPRESA |
ALVAREZ CUESTA , HENAR |
| Vocal |
DERECHO PRIV. Y DE LA EMPRESA |
AGRA VIFORCOS , BEATRIZ |
| Tribunal suplente |
| Cargo |
Departamento |
Profesor |
| Presidente |
DERECHO PRIV. Y DE LA EMPRESA |
MARTINEZ BARROSO , MARIA DE LOS REYES |
| Secretario |
DERECHO PRIV. Y DE LA EMPRESA |
TASCON LOPEZ , RODRIGO |
| Vocal |
DERECHO PRIV. Y DE LA EMPRESA |
FERNANDEZ FERNANDEZ , ROBERTO |
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Competences |
| - To understand the system of sources of Commercial Law, acquiring the appropriate methodological tools to accurately delimit the rules applicable to commercial matters, acquiring methodological skills that allow to interpret the regulations, jurisprudential criteria and doctrinal opinions in a critical and autonomous way.
- To delimit and understand the fundamental concepts of company and entrepreneur as central axes of Commercial Law, analyzing their legal regime and some institutions directly related to them.
- To know from a theoretical point of view (normative and doctrinal) and to develop the concepts, institutions and fundamental legal figures object of the Company Law.
- To be able to write legal documents related to the subject, applying the legal knowledge obtained.
- To solve, both individually and in teams, the legal problems that may arise in practice from the topics exposed, especially with respect to Company Law.
- Acquire skills to detect, if necessary, the convenience of promoting legislative changes, and to propose future regulatory actions in the field. |
A1303
A1318
A1412
A1415
A1446
A1451
A1503
A1587
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B117
B118
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C2
C4
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| Please note: This subject is included in the English Friendly programme of the University of León, which offers tutorials and materials in English upon request. In addition, the possibility of taking the exam in English is offered in cases where the student requests it. |
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| Topic |
Sub-topic |
| Block VII: UNIONS AND GROUPS. PERSPECTIVES IN THE LEGAL ORGANISATION OF THE COMPANY |
LESSON 17.- UNIONS, GROUPS, PERSPECTIVES.
1. Introduction
2. Temporary Joint Ventures
3. Company groups
4. Perspectives on the legal organisation of the company
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| Block II: THE INDIVIDUAL BUSINESSPERSON |
LESSON 7. THE INDIVIDUAL BUSINESSPERSON
1. The individual businessperson in the Commercial Code.
1.1 Capacity to be a businessperson. Limitations,
1.2. Liability of the entrepreneur.
1.3. The practice of commerce by a married person.
2. Current developments in the concept of entrepreneur
2.1 The movement to favour "entrepreneurship". The Limited Liability Entrepreneur and other figures
2.2 Influence of various business and non-business laws on the concept of businessperson in the Commercial Code.
2.3 The foreign businessperson |
| IV: CAPITAL STOCK COMPANIES (CORPORATIONS) |
LECTION 10. INTRODUCTION TO CAPITAL COMPANIES.
1 General features. Legal personality, share capital, corporate structure. Types, with special reference to public limited companies and limited liability companies.
2 Incorporation and articles of incorporation (or Estatutes).
3 (Capital) companies in formation, irregular companies and nullity.
4 Specific problems of Single Member Capital Companies
5 Books of Capital Companies
LESSON 11. SHARE CAPITAL AND SHARE CONTRIBUTIONS
1 Company capital
2 Contributions to the Company's capital and ancillary services.
3 Shares and non share capital-holdings
LECTION 12. THE MEMBERS OF CAPITAL COMPANIES
1 Rights of the members of Capital Companies
1.1 Economic rights
1.2 Political rights
2 Special reference to the rights of the founding partners
LECTION 13.- GOVERNING BODIES (ORGANS) OF THE COMPANY
1 The General Shareholders' Meeting (AGM)
1.1 Powers of the General Meeting
1.2 Notice of General Meetings
1.3 Celebration of General Meetings
1.4 Resolutions. Minutes. Introduction to challenging resolutions
2 The company's governing body.
2.1 Types
2.2 Powers, duties, liability of directors and board members.
2.3 Special reference to the Board of Directors. Organisation. Resolutions. Introduction to the challenge of Board resolutions. .
LESSON 14. OTHER ASPECTS RELATING TO THE LEGAL REGIME OF CAPITAL COMPANIES
1. Modification of articles of association.
2. Debentures
3 Separation and exclusion of members
4. Structural operations
5. Transformation, winding up, liquidation, termination, reactivation of the company.
LECTION 15 .- SPECIAL FEATURES OF SOME CAPITAL CAPITAL COMPANIES
1. Limited Liability Company of successive formation.
2. New Company Limited Liability Limited Liability Company.
3. Economic Interest Grouping
4. European Economic Interest Grouping
5. European Limited Company.
6. Listed Public Limited Companies
7. Other forms of organisation of the general partnership through limited companies
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| Block VI: MUTUAL BASED COMPANIES |
LESSON 16.- MUTUAL BASED COMPANIES
1. General features
2. Cooperatives
3. Other mutual societies. Mutual societies. Mutual Guarantee Societies |
| Block I: INTRODUCTION |
LESSON 1.-GENERAL CONSIDERATIONS ON BUSINESS LAW.
1. Concept, regulation, evolution and current perspectives of Business Law. 2.
2. Sources of Business Law.
LECTION 2.- THE FIRM.
1. General issues
1.1 The legal concept of a firm
1.2 The firm in the context of the market. .
2. Establishment and establishments
3. The firm as an object of legal transactions
LESSON 3.- THE BUSINESSPERSON, THE BUSINESSPERSONS.
1. Approach to the concept of the businessperson and introduction to their legal status: capacity, obligations, liability.
2. Typology and classifications of businesspersons.
LESSON 4. ACCOUNTING OF BUSINESSPERSONS.
1. The accounting of the business owner. Preparation. Verification. Approval. Filing.
2. Accounting secrecy and access to the accounts.
3. Formal accounting.
3.1 Accounting books of entrepreneurs. Legalisation.
3.2 Financial statements: annual accounts
4. Material accounting. Accounting criteria
5. Approach to the accounting of the collective business, its accounting transparency regime and accounting consolidation.
LESSON 5. THE BUSINESS REGISTER.
1. Concept, structure, organisational dependence, organisation.
2. Principles of registration
3. Introduction to the registry qualification
4. The Official Gazette of the Business Register (BORME)
5. Introduction to other official registers under the Ministry of Justice.
LESSON 6. THE BUSINESSPERSONS' AGENTS.
1 Agents and attorneys-in-fact. Approximation to the powers of attorney granted by the business owner.
2. Internal Agents. General and specific powers of attorney.
3. External Agents or collaborators in the market. |
| Block IV: BUSINESS PARTNERSHIP COMPANIES |
LESSON 9. BUSINESS PARTNERSHIP COMPANIES
1. Precedents, similar types of contracts and their distinguishing features compared to personalist business companies
2. The General Partnership.
2.1 Incorporation.
2.2 The Partners (members) and their legal regime.
2.3 Management and representation.
2.4 Modification, transformation, dissolution and termination of the General Partnership.
3. The Limited Partnership or Simple Limited Partnership
3.1 Incorporation
3.2 The legal position of the partners (members)
3.3 Management and representation
3.4 Modification, conversion, dissolution and termination of the limited partnership |
| Block III: THE COLLECTIVE BUSINESS ORGANISATION. GENERAL ASPECTS |
LESSON 8. FORMS OF LEGAL ORGANISATION OF BUSINESS
1 Types
2 Non-mercantile forms of collective organisation of business.
1.1 Civil forms
1.2 Foundations.
1.3 Associations
1.4 Others
3 Business companies: concept, distinctive features. Classifications |
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Description |
| Presentations / expositions |
In addition to the theoretical and practical classes, and depending on the availability of the teaching staff, the student's training may be completed with other teaching tools, materialized in other activities, including, for example, the preparation and presentation of papers. |
| Case study |
The practical classes serve to consolidate and apply the knowledge obtained in the theoretical sessions, placing the student in the business reality and inviting him/her to undertake a legal interpretation task, through which the student is trained in the task of solving real life legal-mercantile problems, acquiring -ultimately- the necessary skills for the practical application of the Law. These practical sessions, proposed in relation to some specific topics of the Program, will consist mainly of the study and resolution of cases proposed by the Professor, although the choice of this or other modalities that may be adopted is at the free and prudent discretion of the Professor. |
| Personal tuition |
The tutorials have a very important guiding function with respect to the students, regarding pedagogical criteria and content of the subjects, serving especially to resolve doubts and to acquire guidance on the most appropriate study techniques to prepare the subject.
This subject is included in the English Friendly program of the University of León, which offers tutorials in English, upon request. |
| Seminars |
In addition to the theoretical and practical classes, and depending on the availability of the faculty, the student's training may be completed with other teaching tools, materialized in other activities, such as the elaboration and presentation of papers or the debate on relevant topics of Commercial Law. |
| Assignments |
In addition to the theoretical and practical classes, and depending on the availability of the teaching staff, the student's training may be completed with other teaching tools, materialized in other activities, including, for example, the preparation and presentation of papers. |
| Lecture |
The theoretical teaching will be developed mainly by means of theoretical classes or master classes on the essential contents of the syllabus of the subject. The development of these classes will be carried out with a practical approach, facilitating the understanding of the functioning of the mercantile institutions in the commercial traffic. |
| |
Description |
Qualification |
| Lecture |
The theoretical classes will be mainly aimed at the explanation of the basic dogmatic concepts and the analysis of the problems that arise from the application of the legal regime of the institutions that make up this subject. These classes will be completed with the study by the student of the recommended materials.
The active participation of the students in class will be valued. |
Ver también "otros" y "otros comentarios y segunda convocatoria"
See also: "others" and "other comments and second call" |
| Case study |
The practical classes will be geared to the training of the students in the search and handling of legal sources; to the application of the knowledge obtained in the theoretical classes, as well as to the understanding and resolution of legal-case based conflicts. Considered from the latter perspective, these classes will require a previous work of the student in the collection and analysis of materials, as well as the preparation and drafting of writings in which he/she offers a solution -reasoned with legal arguments- to the cases that are submitted for his/her consideration.
Rigor in the resolution of the cases and clarity of exposition will be valued. |
Ver también "otros" y "otros comentarios y segunda convocatoria"
See also: "others" and "other comments and second call" |
| Seminars |
Depending on the availability of teaching staff, seminars may be organized to discuss current issues, in which students may be asked to write legal briefs or to prepare and present papers under the guidance of the professor. |
Ver también "otros" y "otros comentarios y segunda convocatoria"
See also: "others" and "other comments and second call" |
| Assignments |
As a training tool, the teacher may ask the students, if he/she deems it appropriate, to carry out and to present different types of assignments on relevant aspects of this subject. |
Ver también "otros" y "otros comentarios y segunda convocatoria"
See also: "others" and "other comments and second call" |
| Objective multiple-choice tests |
Final written test, multiple-choice.
In all the multiple-choice tests, of any call, each wrong answer will subtract a value equivalent to half of the value assigned to each correct answer.
The Professor may, if he/she deems it convenient, ask a short or developmental question. In his case, also to criterion of the Professor, and according to his availability, other written tests.
To pass the subject it will be necessary to obtain in the written test a minimum score of 3.5 points, out of a maximum of 7 points. |
70 por ciento de la nota final en primera convocatoria
70 per cent of the final mark in the first call.
Ver también "otros" y "otros comentarios y segunda convocatoria"
See also: "others" and "other comments and second call" |
| Others |
As stated above, the written tests represent 70% of the final grade. The remaining 30%, which will only be taken into account for students who have obtained a minimum of 3.5 points in these tests, will be awarded to the other activities proposed by the faculty of the subject, such as active participation in the theoretical classes, resolution of practical cases and completion of work. The distribution of this 30% will be at the Professor's discretion, depending on the activities carried out and the importance assigned to them.
As a way of orientation the distribution would be: 5% for active participation in the theoretical and practical classes that make up the activities of the course. 25% would be awarded for the evaluation of the practical work or case studies carried out.
The course will only be passed if the final grade, calculated taking into account the above criteria, is equal or higher than 5 points. |
See also:"other comments and second call" |
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| Other comments and second call |
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SECOND CALL AND EXTRAORDINARY CALL. In the second call and, if applicable, in the extraordinary call in December, the objective test represents 100% of the final mark. In both exam sessions, the student must take the exam on all the subjects included in the syllabus. OTHER RELEVANT COMMENTS FOR THE WHOLE COURSE - In order to pass the course, a minimum mark of 5 points is required.
- In all multiple-choice tests, each wrong answer will reduce a value equivalent to half of the value assigned to each correct answer.
- No material other than the usual stationery (pencil and pen) may be brought into the exams. The possession and use of mobile and/or electronic devices is strictly forbidden during the tests. The simple possession of such devices as well as unauthorised notes, books, folders or other materials during the assessment tests will result in immediate withdrawal from the exam, expulsion from the exam and a failing mark, The incident will be reported to the Academic Authority of the Faculty in order to carry out the actions set out in the Guidelines for Action in Cases of Plagiarism, Copying or Fraud in Exams or Assessment Tests, approved by the Standing Committee of the Governing Council on 29 January 2015, or any modifications that may be approved by the University of León and that may be in force.
- It is reminded that the recording of classes, tutorials or consultations with teachers of this subject, whether audio, audiovisual or by any other means, is strictly forbidden, except with the express written authorisation of the recorded teaching staff, in which the authorised uses of the same and other circumstances will be established. In the event of infringement of this rule, sanctions will be applied and legal action will be taken as deemed appropriate in accordance with current regulations.
- This subject is included in the English Friendly programme of the University of León, which offers tutorials and materials in English upon request. In addition, the possibility of taking the exam in English is offered in cases where the student requests it.
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| Basic |
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UPDATED COMMERCIAL LEGISLATION BASIC BIBLIOGRAPHY (latest editions) AND OTHER RESOURCES - - DÍAZ GÓMEZ, M.A. (dir) PÉREZ CARRILLO, EF (coord) El Derecho Mercantil practicado en el mercado. Aprendizaje guiado y autoaprendizaje, Eolas, 2018
- - SÁNCHEZ CALERO F; SÁNCHEZ CALERO GUILARTE, J Principios de Derecho Mercantil, Editorial Aranzadi
- - BROSETA PONT, M.: Manual de Derecho Mercantil (edición revisada por F. MARTÍNEZ SANZ), Editorial Tecnos.
- - DÍAZ GÓMEZ, Mª A.: Prácticas de Derecho de Sociedades, Editorial Tecnos, Madrid, 1999.
- - JIMÉNEZ SÁNCHEZ, G. (coord..): Derecho Mercantil, Editorial Ariel.
- - JIMÉNEZ SÁNCHEZ, G.: Lecciones de Derecho Mercantil, Editorial Tecnos.
- - SÁNCHEZ CALERO, F.: Instituciones de Derecho Mercantil, Editorial McGraw-Hill.
- - URÍA, R./MENÉNDEZ, A. (dirs.), Curso de Derecho Mercantil, Editorial Cívitas.
- - FERNÁNDEZ-ALBOR, A, PÉREZ CARRILLO, E F Actores, actuaciones y controles del buen gobierno societario y financiero, Marcial Pons 2018
- - VICENT CHULIÁ, F.: Introducción al Derecho Mercantil, Editorial Tirant lo Blanch
More resources :
Website of the Commercial Law Department of the University of León "DerMerUle" : at http://blogs.unileon.es/mercantil/ LEGISLATION AND CASE LAW SEARCH ENGINES / DATA BASES |
| Complementary |
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BIBLIOGRAFÍA COMPLEMENTARIA (últimas ediciones). Additional bibliography - AA.VV., Comentario al régimen legal de las sociedades mercantiles (dirs. URÍA, R./ MENÉNDEZ, A. / OLIVENCIA, M. (varios tomos).
- AA.VV., Derecho de sociedades anónimas (3 tomos), Madrid, 1991-1994.
- AA.VV. (dir. MENÉNDEZ, A.), ¿Sociedad anónima o sociedad de responsabilidad limitada? Madrid, 1992.
- AA. VV. (coord, PAZ ARES, C.) Tratando de la sociedad limitada, Madrid, 1997.
- AA.VV. (coords. ARROYO, I./ EMBID, J.M./ GÓRRIZ, C.), Comentarios a la Ley de Sociedades de Responsabilidad Limitada, Madrid, 2009.
- AA.VV. (coords. ARROYO, I./ EMBID, J.M./ GÓRRIZ, C.), Comentarios a la Ley de Sociedades Anónimas, Madrid, 2009.
- DÍAZ GÓMEZ, Mª A., Las aportaciones no dinerarias en la sociedad anónima. Contenido, valoración y desembolso, Madrid, 1997.
- VVAA “Actores, actuaciones y controles del buen gobierno
societario y financiero”, PEREZ CARRILLO/FERNÁNDEZ ALBOR, (dir) TORRES CARLOS (coord.), Marcial Pons, 2018
In addition to the bibliography listed here, the professors of this course may indicate other bibliographic resources or other sources of information in the classroom sessions or through the moodle platform when they deem it opportune This subject is included in the English Friendly programme of the University of León, which offers tutorials and materials in English upon request. In addition, the possibility of taking the exam in English is offered in cases where the student requests it. |