| Competences |
| Type A | Code | Competences Specific |
| A2 | Find, analyze and interpret quantitative and qualitative information of a financial, accounting, economic, social and legal nature that is relevant to the taking of business decisions. | |
| A7 | Scientifically analyze case studies of businesses and business problems and can draw up consultancy reports that respond to these problems. | |
| Type B | Code | Competences Transversal |
| B1 | Learning to learn | |
| Type C | Code | Competences Nuclear |
| C4 | Be able to express themselves correctly both orally and in writing in one of the two official languages of the URV |
| Learning outcomes |
| Type A | Code | Learning outcomes |
| A2 |
Identify the key legal concepts of commercial law. Evaluate the significance of the main legal instruments used in trading. | |
| A7 |
Analyze the legal problems of companies and employers. Apply solutions to issues raised in the area of company law. | |
| Type B | Code | Learning outcomes |
| B1 |
Be familiar with the features of their discipline. Have an overview of the various theories and methodologies of a subject. | |
| Type C | Code | Learning outcomes |
| C4 |
Produce grammatically correct written texts |
| Contents |
| Topic | Sub-topic |
| PART ONE. THE BUSINESSMAN AND HIS ACTIVITY IN THE MARKET | |
| Lesson 1: The Legal System and Commercial Law | 1. The legal system. Preliminary notions 1.1. Objective law and subjective law. The legal norm 1.2. Natural and legal person 1.3. Rights in rem and law of obligations. Contracts. 2. Commercial law 2.1. Concept 2.2. Legal sources 2.2.1. Legislation. Commercial Code and complementary legislation 2.2.2. The Constitution and Community and international commercial law 2.2.3. Meaning of commercial custom: concept, classes, and proof 2.3. The application of commercial law: Commercial courts |
| Lesson 2: The entrepreneur (I): Concept, legal status, and Commercial Register | 1. Concept and classes of entrepreneurs 1.1. The individual entrepreneur 1.1.1. Capacity and prohibitions 1.1.2. Acquisition and loss of status as an entrepreneur 1.1.3. Trade by married person 1.2. The entrepreneur legal person 2. The legal status of the employer: The accounts of the entrepreneur 2.1. The duty of accounting 2.2. Accounting secrecy 2.3. Accounting as evidence 2.4. Annual accounts and accounting principles 3. The Commercial Register 3.1. Advertising of the entrepreneur and the Commercial Register 3.2. Minutes and subjects subject to registration 3.3. The functioning of the RM and its organization 3.4. Registry entries 3.5. The registered act 3.6. The Central Mercantile Registry and the Official Gazette of the Mercantile Registry (BORME) |
| Lesson 3: The entrepreneur (II): Employees and corporate responsibility | 1. Representation of the employer 1.1. Voluntary, organic, and legal representation 1.2. General agent or factor 1.3. Individual attorneys 2. The principle of responsibility 2.1. Contractual liability 2.2. Non-contractual liability 3. The insolvency of the employer 3.1. Bankruptcy. Its legal regulation 3.1.1. Application, declaration, and effects 3.1.2. Competition operations and solutions 3.2. Insolvency prevention mechanisms: refinancing agreements, out-of-court payment agreements |
| Lesson 4: The Entrepreneur (III): The Establishment of the Entrepreneur | 1. Concept and classes of the establishment 2. Elements 3. Transmission 3.1. General 3.2. The sale of the commercial establishment 3.3. Leasing and usufruct of the business establishment |
| Lesson 5: Competition in the market | 1. The defence of competition 1.1. Prohibited practices 1.2. Control of business concentrations 1.3. State aid 1.4. The enforcement bodies 2. Unfair competition 2.1. Concept and scope 2.2. Acts of unfair competition 2.3. Actions arising from unfair competition and other procedural aspects 2.4. Unfair competition and commercial advertising |
| Lesson 6: Industrial Property | 1. Inventions and industrial design 1.1. The patent 1.2. The utility model 1.3. Industrial design 2. Distinctive signs 2.1. The brand 2.2. The trade name 2.3. Internet domain names |
| PART TWO. COMPANY LAW | |
| Lesson 7: Commercial Companies | 1. Characterization and structure of the partnership contract. 2. Types of companies 2.1. Civil and commercial companies 2.2. Partnerships 2.2.1. The general partnership 2.2.2. The limited partnership 2.2.3. Joint accounts 2.3. Capital companies 2.3.1. Public limited companies and limited liability companies 2.3.2. Capital companies with special regime 2.3.3. Limited partnership by shares 2.4. Mutual-based companies. Cooperatives 3. Professional societies 4. The legal personality of commercial companies: meaning and limits |
| Lesson 8: Capital companies (I): Foundation | 1. Fundamental principles 2. Type of capital companies 3. Name, nationality, and domicile 4. Constitution 4.1. Deed and statutes 4.2. Foundation procedures 4.3. Registration in the commercial register 4.4. The company in formation and the irregular company 4.5. The nullity of the company 5. Own financing 5.1. Capital and social assets 5.2. Contributions of the partners: monetary and non-monetary 5.2.1. Valuation of non-monetary contributions in the public limited company 5.2.2. Liability for non-monetary contributions 5.2.3. Outstanding disbursements 6. External financing. Obligations 7. Ancillary services |
| Lesson 9: Capital companies (II): Rights of partners. Participations and shares. Obligations | 1. The rights of the partners 1.1. Membership 1.2. The separation and exclusion of the partner 1.2.1. The right of separation. Legal and statutory causes 1.2.2. The exclusion of the partner. Legal and statutory causes 2. Social participations 2.1. Register of partners 2.2. The transmission regime 3. Actions 3.1. Representation 3.2. Transfer of shares 4. Co-ownership and rights in rem over shares 5. Business on own shares and social participations |
| Lesson 10: Capital companies (III): Corporate bodies | 1. The general meeting 1.1. Concept, competence, and classes 1.2. Call. Universal Board 1.3. Constitution 1.4. Attendance, representation, and voting 1.5. Corporate resolutions and their challenge 1.6. In particular, the approval of the annual accounts 1.6.1. Drawing up and auditing the accounts 1.6.2. The deposit and publicity of accounts 1.6.3. Application of profit for the financial year 2. The administrative body 2.1. Concept and functions 2.2. Forms of organization 2.3. Ability and prohibitions to be an administrator 2.4. Appointment, duration, and revocation of the position of director 2.5. Directors' remuneration 2.6. The Board of Directors 2.7. Responsibility of directors |
| Lesson 11: Capital companies (IV): Statutory and structural modifications. Dissolution and liquidation | 1. The modification of statutes 1.1. Concept and requirements 1.2. Special cases 2. The capital increase 2.1. Concept, requirements, and modalities 2.2. Delegation and implementation of the increase 2.3. The pre-emption right and its exclusion 3. The reduction of share capital 3.1. Concept and requirements 3.2. Reduction arrangements 4. The transformation of society 5. Merger of companies 6. Division of companies 7. International transfer of the registered office 8. Dissolution 8.1. Modalities of dissolution 8.2. Effects of dissolution 8.3. The reactivation of the dissolved company 9. Liquidation 9.1. Concept 9.2. The liquidators. Appointment and dismissal. Functions 9.3. Settlement operations 10. Termination of the company |
| PART THREE. COMMERCIAL CONTRACTING LAW | |
| Lesson 12: Commercial Contracts (I): General Aspects | 1. The entrepreneur and recruitment in the market 2. The consumer. Concept and legal protection 3. Characteristics of commercial contracts 3.1. General rules governing contracts and commercial obligations 3.2. Specialities of commercial contracts 3.2.1. General terms and conditions 3.2.2. Electronic contracting 3.2.3. International recruitment |
| Lesson 13: Commercial Contracts (II): Basic Types of Contracts | 1. The contract of sale and other related contracts. Concept and features 2. Collaboration and commercial distribution contracts. Concept and features 3. Custody and transport contracts. Concept and features 4. Loan, bonding, and commercial current account contracts. Concept and features 5. Banking contracts. Concept and features 6. Securities market contracts. Concept and features 7. Insurance contracts. Concept and features |
| Lesson 14: Commercial contracts (III): The instruments of business legal traffic. Payment methods | 1. Securities-securities 1.1. Concept, characteristic notes, and classes 1.2. Promissory note and bill of exchange 1.2.1. Concept, economic function. The company promissory note 1.2.2. Issuance, acceptance, endorsement, letter endorsement 1.2.3. Endorsement. Concept, classes, and effects 1.2.4. Maturity, payment, and protest 1.2.5. The exercise of exchange rights. Exchange Actions and Exceptions 1.3. The cheque 1.3.1. Concept, economic function 1.3.2. Special cheques 2. Electronic means of payment 2.1. Credit and debit cards 2.2. Bank transfers |
| Planning |
| Methodologies :: Tests | ||||||||||
| Competences | (*) Class hours |
Hours outside the classroom |
(**) Total hours | |||||||
| Introductory activities |
|
1 | 0 | 1 | ||||||
| Lecture |
|
36 | 70 | 106 | ||||||
| Problem solving, exercises in the classroom |
|
15 | 20 | 35 | ||||||
| Personal attention |
|
1 | 0 | 1 | ||||||
| Multiple-choice objective tests |
|
3 | 0 | 3 | ||||||
| Practical tests |
|
4 | 0 | 4 | ||||||
| (*) On e-learning, hours of virtual attendance of the teacher. (**) The information in the planning table is for guidance only and does not take into account the heterogeneity of the students. | ||||||||||
| Methodologies |
| Description | |
| Introductory activities | Activities aimed at making contact and collecting information from students and presentation of the subject. |
| Lecture | Presentation of the contents of the subject. |
| Problem solving, exercises in the classroom | Formulation, analysis, resolution and debate of a problem or exercise, related to the theme of the subject. |
| Personal attention | Time that each teacher has reserved to attend and resolve doubts to the students. |
| Personalized attention |
| Description |
|
On the first day of class, students will be informed of personalized and individual attention regarding doubts and problems of the subject. |
| Assessment |
| Methodologies | Competences | Description | Weight | ||||
| Multiple-choice objective tests |
|
It will consist of two theoretical tests with a weight of 25% each in the final grade. The test will consist of a multiple-choice exam of 25 questions (each wrong answer will subtract 25% of the mark). | 50% | ||||
| Practical tests |
|
It will consist of the resolution of a practical case that will be carried out at the end of the teaching period. In order to obtain an average between the evaluative tests, the student must pass this test. | 50% | ||||
| Others |
| Other comments and second exam session | |||
|
In the second call, the theoretical knowledge acquired by the students will be evaluated through a written test of short questions (50%) and the resolution of a practical case (50%). Obtaining a minimum grade of 5 out of 10 in the practical or theoretical part of the first call frees the student from the evaluation of this part in the second call. During the evaluation tests, the student may not carry any type of communication, transmission and data storage device that is not expressly authorized for the test. The demonstrably fraudulent performance of any evaluative test both in material and electronic support will entail the qualification of suspense in that evaluative test. |
|||
| Sources of information |
| Basic |
Farias Batlle, M. (Dir.), Manual de Derecho Mercantil para Administración y Dirección de Empresas (ADE) y titulaciones afines, última edición, Atelier Libros Jurídicos
Barba de Vega, J., Calzada Conde, M.A. y Muñoz Delgado, C., Introducción al Derecho Mercantil (ADE), última edición, Thomson Reuters Aranzadi
Jiménez Sánchez, G.J. y Díaz Moreno, A. (Coords.), Lecciones de Derecho mercantil, última edición, Marcial Pons
BOE, Código de Comercio y legislación complementaria, última edición, cualquiera |
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| Complementary | |||||||||
| Recommendations |
| Subjects that continue the syllabus | ||
|
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(*)The teaching guide is the document in which the URV publishes the information about all its courses. It is a public document and cannot be modified. Only in exceptional cases can it be revised by the competent agent or duly revised so that it is in line with current legislation.