Corporate Law

Teaching Methodologies

This teaching methodology is based essentially on the presentation of the different topics of the syllabus
followed by the preparation of case studies. The analysis of all the applicable legislation will also be a
permanent concern.
About the evaluation, the students may choose between two alternatives:
a) Two tests, one in the middle of the semester and the other at the end of the semester. Only those students
who have seven marks or more (in a total of twenty) in the first test may go on to the second test. Students will
pass when they have, in the two tests, an average equal or higher than 9.5 (in a total of twenty).
b) A general exam, at the end of the semester; students who have in this exam 9.5 or more (in a total of twenty)
will pass the exam.

Learning Results

To master the fundamental concepts of the legal issues related with corporate reality, as well as with the respective legal regime. To know the main doctrinal and case law issues in an economical and social area in permanent change. To distinguish accurately the different legal institutes which, together, make up this
subarea of Law.

Program

1.The Commercial partnerships
2.The partnership agreement 2.1.Capacity 2.2Business legitimation 2.3Consent 2.4Object 2.5Cause 2.6Form 2.7Partnership agreement defect 2.8Social contract change 2.9Contracts related with the partnership agreement 3.The partnership as corporate body 3.1CP Legal entity 3.2.CP legal capacity 3.3.Partnerships patrimonial autonomy 3.4.Disregard of the legal entity 3.5.Patrimony and stated capital 3.6.social participation: rights and duties of the members 3.7.The social participation as an object of rights 3.8.Governing bodies: species and holders 3.9.Management and representation body 3.10. Supervisory bodies 3.11. General Assembly 3.12 Responsibility of the governing bodies’ members 3.13 Annual check of the partnership position 3.14 Company decisions 3.15 Partnerships changes 3.16 Partnerships merger 3.17Partnerships spin-off 3.18.Partnerships extension 3.19. Partnerships dissolution 3.20. Affiliated partnerships 3.21 European partnerships 3.22.Cooperatives

Internship(s)

NAO

Bibliography

CORREIA, A. FERRER, Lições de Direito Comercial, vol. I, Coimbra, 1973.
CORREIA, Miguel PUPO, Direito Comercial, 8a Edição revista e actualizada, Lisboa, EDIFORUM, 2003.
BERCOVITZ RODRÍGUEZ CANO, Alberto, Apuntes de Derecho Mercantil, Tercera Edición, Navarra, Aranzadi,
2002.