Universitat Internacional de Catalunya

Business Law

Business Law
6
7791
1
First semester
FB
Economic Framework
Law
Main language of instruction: Spanish

Other languages of instruction: English

If the student is enrolled for the English track then classes for that subject will be taught in the same language.
If the student is enrolled for the English track then classes for that subject will be taught in the same language.

Teaching staff

Introduction

In the event that the health authorities announce a new period of confinement due to the evolution of the health crisis caused by COVID-19, the teaching staff will promptly communicate how this may effect the teaching methodologies and activities as well as the assessment.


I. Course Objective
The primary objective of the Business Law course is for students to learn about the content and operation of
market institutions law in detail, with a practical slant. The course will focus on introducing the EU and
Spanish legal and judicial systems, the basic principles of the company, registration on the companies
register, accounting obligations, contract law, and finally, full harmonisation of commercial companies so
that students can put forward possible solutions to disputes.
The course content will provide an overview of industrial property, unfair competition, antitrust law and an
introduction to insolvency law. The course contains a topic on employment and an introduction to the most
basic forms of contracts.
The course has a practical part that is organised as seminars where students solve case studies in groups.

Objectives

II. Course Structure

The course is organised into eight subjects. The first two subjects are an introduction to business law and the
legal and judicial systems, followed by the companies register, the individual, and collective
entrepreneurship. The sixth subject is industrial property, unfair competition and antitrust law, and the
seventh is contracts and warranties and, with the final eighth subject being an introduction to insolvency
law.
The course focuses on the students’ understanding of commercial law, by analysing its regulation in the
Spanish Civil and Commercial Codes and the special laws governing companies, industrial property, unfair
competition and antitrust law.
It analyses negotiation and pre-contractual institutions, and the conflicts that may arise. All analyses will be
based on the law, carefully respecting legitimate interests. However, this may justify conduct or behaviour
that despite being legal are not legitimate.
Students are to learn and understand the regulatory system governed by Company Law, all from an
extremely practical perspective, with particular reference to the solutions offered by the Courts of Appeal
and the criteria of the Supreme Court.
To ensure in-depth learning, the course contains a practical section consisting of resolving four legal cases.
To resolve these practical cases, the lecturer posts the cases on the intranet, to be read, analysed and solved
individually. The cases will be discussed in class; students must prepare in advance.

 

Competencies

  • 04 - To understand and know how to use financial terms within a business framework.
  • 05 - To understand the functions of corporate finance departments.
  • 06 - To know how to apply the main policies for capital structure and asset management.
  • 14 - To be familiar with and understand the legal framework of trade law and be able to apply it in practical cases related to the business world.
  • 28 - To be able to work in another language and use terminology and structures related to the economic-business world.
  • 32 - To acquire problem solving skills based on quantitative and qualitative information.
  • 33 - To be able to search for, interpret and convey information.
  • 39 - To acquire the ability to solve problems and make decisions based on relevant information, applying the appropriate methods and situating the problem within the organisation as a whole.
  • 41 - To be able to descriptively summarise information.
  • 45 - To be able to work with academic papers.
  • 50 - To acquire the ability to relate concepts, analyse and synthesise.
  • 53 - To acquire the skills necessary to learn autonomously.
  • 56 - To be able to create arguments which are conducive to critical and self-critical thinking.
  • 65 - To acquire the ability to put knowledge into practice.
  • 66 - To be able to retrieve and manage information.

Syllabus

III. Course Programme

Subject 1. Introduction. The European and Spanish Legal and Judicial Systems
1.1. Introduction
1.2. Sources of Law
1.3. European Legal and Judicial System
1.4. Spanish Legal and Judicial System
 
Subject 2. The Entrepreneur and Corporate Law
2.1. Entrepreneur and Businessman: the Individual and the Company
2.2. The Legal Status of an Entrepreneur
2.3. The Entrepreneur’s Publication Requirements:
2.3.1. The Commercial or Company Register. Introduction
2.3.2. The Function and Organisation of the Commercial Register
2.3.3. The Principles Governing Publication in the Commercial Register
2.3.4. Formal Publication
2.3.5. The Central Commercial Register
2.4. Commercial Representation
2.5. The Dependent Employees of the Entrepreneur
2.6. Commercial Accounting
2.7. Accounts in the Material Sense
2.8. The Concept of the Company: Legal Personality
2.9. Shareholders’ Agreement
2.10. Provisioning Requirements for Corporations
2.11. Shareholders
2.11.1. Partnership
2.12.2. Limited Partnership
2.12.3. Limited Partnership by Shares
 
Subject 3. The Collective Commercial Entrepreneur (II). Corporate law.
3.1. Limited liability companies. Comparative Study of Joint Companies (limited and public)
3.1.1. Concept, Characteristics and Types of Limited Liability Companies
3.1.2. Requirements for Incorporation
3.1.3. Contributions
3.1.4. The Structural Basis of Limited Liability Companies
3.1.4.1. Share Capital
3.1.4.2. Shares or Units (stocks)
3.1.5. Identification of Company: Name, Nationality, Address and purpose
3.1.6. Membership.
3.1.7. General Meeting
3.1.8. Board of Directors and Representation
3.1.9. Calculating and Allocating Profit or Loss
3.1.10. Amendments to Articles of Association
3.1.11. Structural Modifications. Mergers and Acquisitions
3.1.12. Dissolution and Liquidation
 
Subject 4. Competition Law.

4.1. Introduction
4.2. Unfair Competition Law
4.3. Antitrust Law
4.4. Industrial Property Law: Patents, Trademarks, Industrial Design and Intellectual Property Disputes
 
Subject 5. Contract Law.
5.1. Introduction. Autonomy
5.2. Contracts with Consumers and Users
5.3. Leases
5.4. Commission Agreements
5.5. Agency Agreements
5.6. Distribution Agreements
5.7. Financing Contracts:
5.7.1. Loan Contracts
5.7.2. Credit Agreements
5.7.3. Leasing Agreements
5.7.4. Hire Purchase Agreements
5.7.5. Factoring Agreements
5.7.6. Commercial Current Account and Bank Account Agreements
5.8. Deposit Agreements
5.9. Personal and Real Guarantees
 
Subject 6. Insolvency law.
6.1. Pre-insolvency Institutions: Art. 5 bis and Refinancing Agreement
6.2. Subjective and Objective Requirements: Definition of Insolvency
6.3. The Effects of Insolvency. Contesting Voluntary and Forced Proceedings
6.4. List of Creditors and the Bankruptcy Estate Inventory
6.5. Receivers: the Report
6.6. Arrangement with Creditors or Liquidation
6.7. Conclusion

 

Evaluation systems and criteria

In person



VI. EVALUATION CRITERIA
The course evaluation is based on the following criteria:
I) Final examination (50% of mark):
This examination will have two parts:
1) An objective test or multiple-choice questions, where students must choose the right answer. The wrong
answer will led to the points for half of a correct answer being subtracted.
2) A written test, in which the student should choose two questions out of four. Each question will
correspond to a specific subject contained in the course programme, as described above (supra, III). The
written test will be assessed on the basis of the degree of knowledge, training and legal accuracy shown in
the response to the question and, not least, also assess the correct use of legal language. The contents of the
response should largely correspond to the explanations given by the lecturer during the lecture sessions,
with the regulatory support and case law indicated in these sessions. Additional learning from the
recommended reading will also be considered.
Each part of the examination will account for 50% of the mark corresponding to the final examination.
II) Assessment of seminar sessions or legal cases (40% of final mark):
For a better assessment, the students will sit a test examination before every seminar.
This will assess the level of preparation, correct argumentation techniques, legal accuracy (with proper
citation of sources, case law and legal theory) and correct use of language in the answers to the questions to
the case studies discussed during sessions the seminar.
These evaluation criteria do not apply for second-sitting examinations.
 III) The mid-course result is worth 10% of the final mark.

 

Bibliography and resources

IV. Materials to Consult
In order to follow the course properly, I strongly recommend (i) taking notes during lectures, (ii) reading the
slides corresponding to the course in advance (can be downloaded from the intranet), (iii) if you have any
doubts, asking the lecturer and (iv) consulting the recommended bibliography.
For better use of classroom sessions, students are encouraged to bring to class the following legal texts:
-  Spanish Commercial Code and special trade rules compendium.
-  A glossary is available on the intranet.
 V. Recommended bibliography

Teaching will primarily be by means of the explanations given by the lecturer during the lectures.
In addition, it is recommended that you consult the following literature:
Francisco VICENT CHULIÁ, Introducción al Derecho Mercantil, 23ª ed., volumen II, Valencia, Tirant lo Blanch,
2012.
 Fernando SÁNCHEZ CALERO/Juan SÁNCHEZ-CALERO GUILARTE, Institucio-nes de Derecho Mercantil, 37ª ed.,
volumen II, Cizur Menor, Aranzadi, 2015.