Universidad Pública de Navarra - Nafarroako Univertsitate Publikoa
Public University of Navarre
| Course code: 176205 | Subject title: BUSINESS LAW | ||||
| Credits: 6 | Type of subject: Mandatory | Year: 1 | Period: 2º S | ||
| Department: Private Law | |||||
| Lecturers: | |||||
| PABLO-ROMERO GIL-DELGADO, M. CONCEPCION (Resp) [Mentoring ] | |||||
Contents
Contents are divided into 5 units:
- Historical background and legal sources of Business Law.
- The organization of the business
- Competition Law and Industrial property rights
- Company Law
- Bankruptcy and the Law of Insolvency
Descriptors
The course aims to introduce students with a sufficient knowledge of the main legal areas within the potential scope of business.
Areas of study are: Law and legal sources, the obligations of accountancy and register, agency, competition law, company law and the law of insolvency.
General proficiencies
The general proficiencies to be acquired by the student are:
- Ability to analyze and summarize
- Critical thinking ability
- Independent learning ability
Specific proficiencies
The specific proficiencies to be acquired by the student are:
- To understand and contextualize the legal system of private enterprises.
- To understand the different possibilities and various aspects of the business organization.
- To understand the legal situation of the economic crisis of the enterprises.
Learning outcomes
Students should be able to:
- Describe the legal system of private enterprises and business organizations.
- Describe the legal definitions and meaning of the different business concepts such as entrepreneur, his agents, the legal framework of accountancy and mercantile register, antitrust and unfair competition, different types of companies, especially capital companies (sociedades anónimas y limitadas).
- Explain the basis of business legal concepts and their main characteristics and give examples to show their understanding of the main problems and illustrate their meaning.
- Explain the functioning of companies and the main characteristics of formation, capital, governing bodies, amendment of bylaws and dissolution.
- Describe and explain the principal ideas on insolvency law.
- Understand and resolve elementary practical problems and show the necessary abilities in the use of the main EC and Spanish legislation.
Methodology
| Methodology | Number of hours for lectures | Number of hours for personal work |
| A-1 Lectures | 45 | |
| A-2 Practical activity in the class | 15 | 25 |
| A-3 Discussion and debate, seminars, tutorial in groups | 10 | |
| A-4 Preparation of paper and presentations | ||
| A-5 Reading legal materials | ||
| A-6 Personal study | 50 | |
| A-7 Exams, evaluation tests | 03 | |
| A-8 Personal tutorials | 02 | |
| Total | 75 | 75 |
Evaluation
| Learning results | Evaluation method | Weight (%) | Can be recovered |
| R07 | Attendance to lectures controlled by professor | 5% | No |
| R07 | Active participation in debates and discussion | 5% | No |
| R07 |
Individual work showing the students ability to contextualize, apply and resolve the practical cases raised on different topics of the subject |
15% | No |
| R07 | Written exam |
75% Minimum mark 5/10 |
Yes, by written exam |
Agenda
UNIT I. HISTORICAL BACKGROUND, CHARACTERISTICS AND LEGAL SOURCES OF BUSINESS LAW
LESSON 1: Business Law and legal sources.
- Definition of Business Law
- The importance of the Spanish Constitution
- The sources of Business Law
- The European Union
- Internationalization of Business Law
- The enforcement of Business Law in Spain
UNIT II. THE BUSINESS ORGANIZATION
LESSON 2: The business organization: the subject
- The sole trader; becoming a sole trader; traders’ liability
- Agents; introduction; general rules for agents; factors, employees and assistants; commercial agents
LESSON 3: Mercantile Register. Accountancy
- The Mercantile Registry; the obligation to register the business; the effects of registration
- Accounts
UNIT III. INDUSTRIAL PROPERTY AND COMPETITTION LAW
LESSON 4: Industrial Property and Competition Law
- Industrial Property Rights: Identity signs (trademarks, commercial names); Inventions (patents, utility models); ornamental and design rights; business in internet (web pages and other problems)
- Competition Law
- Unfair competition.
UNIT IV. COMPANY LAW
LESSON 5: On companies
- General Ideas on Companies: different types of companies; incorporation of companies; corporate name, registered office, nationality of the company
- Formation of companies
- Effects of incorporation
LESSON 6: Partnerships
- General Partnerships
- Limited Partnerships
- Limited Share Partnerships
LESSON 7: Corporate enterprises: Sociedad Anónima
- Basic characteristics
- Corporate name, registered office, nationality
- Capital. Principles governing the capital in an SA
- Formation of an SA
- Corporation in formation and failure to register
- Types of incorporation
- Nullity of an SA
- Branches and subsidiaries
LESSON 8: Sociedad Anónima: Shares
- Shares as a part of the capital. Shareholders contributions
- Shares and shareholders’ rights
- Documentation of shares
LESSON 9: SA: Corporate Governing Bodies: general meeting
- Types,
- Call of meeting,
- Quorum and voting rules,
- Right to attend and vote,
- Quorum and adoption of decisions,
- Challenging decisions.
LESSON 10: SA: Corporate Governing Bodies: Directors
- Structure of administration
- General rules for directors
- Directors liability
- The board of directors
LESON 11: Sociedad de Responsabilidad Limitada
- Characteristics
- Participation units
- General Meeting and the adoption of decisions
- Directors
- Sociedad Limitada Nueva Empresa
- Sole Member Companies
LESSON 12: Final Accounts. Amendments of Bylaws
- Final Accounts: Duty of accountancy, Audit, Approval financial statements and application of results, Deposit of accounts.
- Amendments to the by-laws: general provisions; capital increases; capital reductions; Simultaneous capital reduction and increase
LESSON 13: Partner or shareholder exit and exclusion. Dissolution of the company.
- Partners or shareholder exit and exclusion.
- Dissolution of the company
LESSON 14: Structural changes. Groups of companies.
- General ideas
- Transformation
- Mergers,
- Split off.
- Groups of companies
UNIT V. INSOLVENCY
LESSON 15: Insolvency
- Insolvency Declaration
- Effects of declaration of insolvency
- Types of credits
- Termination of the bankruptcy: composition agreement, liquidation.
- Personal liability of directors.
- Culpable insolvency.
- Insolvency of corporate groups.
- Out of court composition agreements
Bibliography
Access the bibliography that your professor has requested from the Library.
There is no text book for the Spanish legal system in English adapted to this specific subject area. Some "Notes on Spanish Business Law" will be provided by the professor.
However, the following text book - in Spanish- may be use as a reference: De la CUESTA RUTE, Derecho Mercantil para grados no jurídicos. Ed. Huygens, 2015, 4th edicion.
The student must also use the corresponding legal texts, translated into English, that can be found in http://www.mjusticia.gob.es/cs/Satellite/es/1288774502225/TextoPublicaciones.html