Universidad Pública de Navarra - Nafarroako Univertsitate Publikoa
Public University of Navarre
| Course code: 351305 | Subject title: ENTREPRENEURS AND CORPORTATIONS | ||||
| Credits: 6 | Type of subject: Mandatory | Year: 2 | Period: 1º S | ||
| Department: Derecho | |||||
| Lecturers: | |||||
| SAENZ GARCIA DE ALBIZU, JUAN CARLOS [Mentoring ] | ZURUTUZA ARIGITA, IÑAKI (Resp) [Mentoring ] | ||||
| CASTIELLA SANCHEZ-OSTIZ, CARMEN [Mentoring ] | |||||
Contents
Historical background, characteristics and legal sources of Mercantile Law. Traders and entrepreneurs, their fundamentals, types and duties, including accountancy. Agents. Industrial property and competition law. Partnerships and Companies, with especial attention to capital companies: limited companies and corporations (Sociedades de Responsabilidad Limitada y Sociedades Anonimas)
Learning outcomes
LO8. To understand the principles and scope of application of Criminal Law and the possibilities of punitive response within the context of the Rule of Law.
LO15. To further explore and specialise in different aspects of Private Law and Business Law.
LO18. To draft legal documents.
LO19. To search, select and manage the Law sources applicable to a specific situation.
LO21. To critically analyse, interrelate and integrate legal concepts.
LO22. To identify the legal issues of the current social context.
LO24. To examine and summarise essential issues, mostly within the legal scope.
Methodology
| Methodology - Activity | Hours for lectures | Hours for personal work |
| A-1 Lecture / participatory classes | 45 | |
| A-2 Practical classes | 15 | |
| A-6 Preparation of essays and presentations | 13 | |
| A-6 Individual study | 75 | |
| A-7 Exams, Assessments Tests | 2 | |
| A-8 Individual Tutoriship | 2 | |
| ... | ||
| Total | 60 | 90 |
Evaluation
| Resultado de aprendizaje | Sistema de evaluación | Peso (%) | Carácter recuperable | |
| R205, R185, R15, R114, R155, R3, R95, R13 y R175 |
|
10% | NO | |
| R205, R185, R15, R114, R155, R3, R95, R13 y R175 | Presentation of personal and individual work on commercial topics | 20% | YES | |
| R205, R185, R15, R114, R155, R3, R95, R13 y R175 | Final exam | 70% | YES | |
Agenda
Lesson 1. The notion of Mercantile Law
I. Introduction to Mercantile Law
II. Sources of Law: Spanish Constitution. The Commercial Code and other legal sources. Commercial costumes and usages, general principles. The EU sources of Law
III. Internationalization of Business Law
IV. The enforcement of Business Law in Spain
Lesson 2. Traders and entrepreneurs
I. Notion and characteristics
III. Types of traders
IV. Trader¿s liability.
V. Sole trader: Becoming a sole trader. The married trader
VI. Companies
Lesson 4. The business
I. The business is an organization: whole of goods and services. The site. Branches and subsidiaries.
II. Sale and lease of the business. Usufruct. The business as a guaranty.
Lesson 5. Industrial Property. Competition Law
I. Industrial Property Rights: Inventions (patents, utility models); ornamental and design rights (industrial design); identity signs (trademarks, commercial names); business in internet (web pages and other problems)
II. Competition Law: Competition Law; Unfair competition.
Lesson 6. On Companies
I. Introduction. Types of Business Companies. Characteristics of Spanish Companies. Basic Legislation on Companies.
II. Formation of the company
III. Effects of incorporation. 3.1. Legal personality. 3.2. Company Name, Registered Office, Nationality. 3.3. Lifting the veil of legal personality.
Lesson 7. Partnerships (Sociedad colectiva y comanditaria)
I. General Partnership (Sociedad colectiva). Formation of a partnership. The agreement. Alteration of the partnership agreement. The relationship between partners: Rights and duties of the partners. The relationship between Partners and third parties. The authority of partners to bind the firm. Partners Liability
II. Limited Partnership (Sociedad Comanditaria): Formation of the partnership. The business name. Relationship between partners. Relationship between partners and third parties
III. Alteration of the partnership agreement. Dissolution and winding up.
Lesson 8. Capital Companies. SA/SRL
I. Basic characteristics of SA/SRL. Corporate name, registered office, nationality
II. Formation of an SA: Formalities; The notarial deed; corporate by-laws; Subscription and minimum initial contribution;
III. Registration in the Mercantile Register. Corporation in formation and failure to register
IV. Types of incorporation
V. Nullity of an SA
VI. Branches and subsidiaries
VII. The webpage
Lesson 9. SA-SRL. Capital and Contributions.
I. Capital. Principles governing the capital. Contributions to the capital. Types of contributions. Payment of contributions
II. Acquisition of own shares/stakes
III. Ancillary obligations (Arts. 86-89 LSC)
IV. Loan capital. Bonds or debentures
Lesson 10: SA-SRL. Shares. Stakes.
I. Shares and stakes as a part of the capital
II. Partners and shareholders rights. Basic rights.
III. Classes and series of shares and stakes Non-voting shares or stakes. Minority holder¿s right. Redeemable shares (acciones rescatables)
IV. Documentation and transfer of shares. Shares represented by certificates. Shares represented by book entries. Transfer of shares. Modus operandi. Limits on transferability
V. Representation and transfer of stakes in SRL. Representation of stakes. The transfer of stakes
VI. Joint ownership and third parties rights on shares and stakes
Lesson 11: SA-SRL. Governing Bodies: General Meeting
I. General ideas. Types of meetings. Calling for the meeting
II. Constitution of the meeting. The right to attend and vote. Proxies. The chairman of the meeting. Attendance list. Quorum
III. Celebration of the meeting. Rights of shareholders and partners at the meeting: the right of information. The adoption of decisions. Minute.
IV. Challenge of Resolutions
LESSON 12: SA-SRL. Governing Bodies: Directors
I. The position and structure of Directors. Faculties. Forms of administration. The board of directors
II. General rules for all types of directors. Capacity and prohibitions. Appointment. Retribution. Removal
III. Power of representation
IV. Directors¿ duties. Due diligence. Duty of loyalty
V. Liability of directors. General rules. The enforcement of Director¿s liability. Individual actions for directors¿ liability
Lesson 13: SA-SR. Final Accounts. Amendments to the by-laws
I Final accounts. General rules. Duty of accountancy of directors and issue of statements. Financial statement audit. Approval of financial statement and application of the results. Deposit of accounts
II. Amendment of bylaws. Formal requirements. The protection of partners and shareholders
III. Capital increase. Types of capital increase: new shares/stakes, increasing the par value. The decision. New contributions from shareholders and partners. Increase charged to reserves. Increase charged to offset loans. Increase by converting bonds. Implementation of the decision. Pre-emptive rights. Registry of the capital increase.
IV Capital reduction. Types of reduction. Creditors¿ protection.
Lesson 14: Partner or shareholder exit and exclusion. Dissolution of the company.
I. Exclusion of partners and shareholders
II. Dissolution of the company. Grounds on dissolution. Effects. Legal personality.
III. Liquidation. General provisions. The company on liquidation
IV. Liquidators. Appointment and dismissal. Duties and liability
V. Operational procedures. The balance sheet. Insolvency while liquidation
VI. Extinction of the company
Lesson 15. Structural changes in trading companies. Groups of companies
I. Transformation: General ideas. The legal personality. Rights of partners and shareholders. Liability of partners and shareholders.
II. Mergers: General ideas. Types of merge. The process. The program. Reports. Approval in the meeting. Operational activities. The creditors¿ right to oppose. Challenge
III. Split off-divestment. Total divestment. Partial divestment. Separation
IV. Total assignments of assets and liabilities.
V. International Relocation of registered office
VI. Groups of companies.
Bibliography
Access the bibliography that your professor has requested from the Library.
Bibliography basic
In English
MUÑOZ PEREZ, A.F, SERRANO ACITORES, A., MARTINEZ ROSADO, J. Handbook of Spanish Business Law, Tecnos, 2nd Ed.
PABLO-ROMERO GIL-DELGADO, Mª C. Notes on Spanish Business Law
In Spanish
- DE LA CUESTA RUTE, JOSÉ MARÍA (DIR.) Derecho Mercantil I, Huygens, (última edición)
- MENENDEZ, AURELIO: Lecciones de Derecho MercantilI, Thomson Reuters (última edición)
- SÁNCHEZ CALERO, FERNANDO, Instituciones de Derecho Mercantil I, Thomson Reuters, (última edición)
Further reading which could be suggested by the teacher.
Web pages