Base Knowledge
Solid knowledge of Fundamentals of Law (or Introduction to Law), General Theory of Civil Law and Law of Obligations.
Teaching Methodologies
Teaching/learning takes the form, above all, of carrying out theoretical-practical classes, with presentation by the teacher of topics relating to the program contents, clarification of doubts raised by students, comments on the subjects in question by all those involved in class, solving practical cases and analyzing jurisprudential issues.
Learning Results
1 – Objectives:
– Master the fundamental concepts inherent to legal matters that relate to business reality, as well as the respective legal regime.
– Know the main doctrinal and jurisprudential issues that arise in an economic and social area in permanent transformation.
– Rigorously distinguish the various legal institutes that together make up this area of law, with a special focus on commercial companies.
– Easily identify the legislation applicable to each specific situation in a context of wide normative dispersion.
2 – Skills to be acquired:
The student must be able to identify which legal provision is applicable to each situation, and must know how to correctly interpret the norm in question and solve the specific situations that they come across. Whenever the doctrine and jurisprudence are justified, they will be complementary realities to attend to.
Program
INTRODUCTION
1. Genesis and evolution of Commercial Law
2. Characterization of Commercial Law
2.1. Concept and autonomy of Commercial Law
2.2. From acts of commerce
2.3. Autonomization of Commercial Disciplines
2.4. Some specificities of Commercial Law and inherent to the status of merchant
3. The sources of Commercial Law
4. Commercial law interpretation and gap integration
PART I. THE MERCHANT
CHAPTER I. GENERAL ASPECTS
1. Introduction
2. Trader status
2.1. Adoption of a business name (article 18 nº 1 CCom)
2.2. Have commercial bookkeeping (article 18 nº 2 CCom)
2.3. Register the acts subject to it in the commercial register (article 18 nº 3 CCom)
2.4. Balance and report (article 18 nº 4 CCom)
3. Capacity and incompatibilities
CHAPTER II. THE INDIVIDUAL TRADER
1. Requirements for granting sole trader status
2. Debt liability regime
2.1. General observations
2.2. Marriage and liability for business debts
2.3. The individual limited liability establishment
CHAPTER III. COMMERCIAL COMPANIES
1. Framing the figure
1.1. Origin and evolution
1.2. The legal concept of a commercial company
2. The social types provided for by the commercial legislator. Specific attention to debt liability
2.1. The typology contained in the Commercial Companies Code: general partnership, limited liability company, public limited company and limited partnership
2.2. The cooperative: association or society?
2.3. Related figures
2.4. Commercial companies in foreign legal systems
3. Formation of commercial companies
3.1. Form and formalities: distinction
3.2. Form
3.3. Formalities: traditional mode, immediate incorporation of companies and online incorporation of companies
3.4. Licensing
3.5. Apparent societies
3.6. Irregular societies
3.7. Foreign commercial companies operating in Portugal
3.8. Company promise contract
4. Effects of the incorporation of the commercial company
4.1. Acquisition of legal personality
4.2. Patrimonial autonomy
4.3. Capacity for enjoyment
5. Development of social activities
5.1. Down payment duties, ancillary payments, supplementary payments and supply contract
5.2. Acquisition and distribution of profits
5.3. Social losses.
5.4. Assets and social capital
5.5. The reservations
5.6. The corporate bodies: deliberative body (the general assembly of members), administration and representation body and supervisory body
6. Amendment of the articles of association. Analysis in particular of the increase and reduction of share capital
7. Merger of commercial companies
8. Spin-off of commercial companies
9. Transformation of commercial companies
10. Termination of the commercial company
10.1. Dissolution
10.2. Sale off
PART II. COMMERCIAL ESTABLISHMENT
1. Initial notes
2. Trespass
2.1. Introduction
2.2. Trespass regime regarding the leased property
2.3. Trespass regime regarding employment contracts
2.4. Trespass regime regarding debts
2.5. Trespass regime regarding the implicit obligation of non-compete
3. Lease of commercial establishment
3.1. Introduction
3.2. Commercial establishment leasing regime regarding the leased property
3.3. Commercial establishment leasing regime regarding employment contracts
3.4. Commercial establishment leasing regime regarding debts
3.5. Commercial establishment leasing regime regarding the implicit obligation of non-compete
4. Protection of competition
5. Unfair competition
6. Industrial Property
6.1. Generalities
6.2. Inventions
6.3. Utility Models
6.4. Semiconductor product topographies
6.5. Drawings or models
6.6. Brands
6.7. Rewards
6.8. Logos
6.9. Appellations of origin and geographical indications
6.10. Protection of Trade Secrets
7. Insolvency
7.1. Introduction
7.2. Insolvency situation
7.3. Declaration of insolvency status
7.4. Insolvency claims and estate claims
7.5. Stakeholders in the process
7.6. Effects of declaring insolvency
7.7. Claiming credits
7.8. Administration and liquidation of insolvent estate
7.9. Insolvency qualification incidents
7.10. Closing the process
7.11. Exemption of Remaining Liabilities or Fresh Start
7.12. Special Revitalization Process (PER), Extrajudicial Business Recovery Regime (RERE), Extraordinary Business Viability Process (PEVE) and Special Payment Agreement Process (PEAP)
PART III. COMMERCIAL CONTRACTS
CHAPTER I. GENERAL OBSERVATIONS
1. Sequence
2. Typical contracts and atypical contracts. Mixed contracts
3. Nominated contracts and innominated contracts
4. Usual structure of commercial contracts: adhesion contracts and inclusion of general contractual clauses
CHAPTER II. THE COMMERCIAL PURCHASE AND SALE AGREEMENT
CHAPTER III. CREDIT SECURITIES AND SECURITIES
1. General
2. Bill of exchange
3. Licensing
4. Check
5. Actions
6. Obligations
CHAPTER IV. DISTRIBUTION AGREEMENTS
1. General
2. Agency contract
3. Commercial concession agreement
4. Franchise agreement (franchising)
CHAPTER V. BANK CONTRACTS
1. General
2. Account opening agreement
3. Bank current account
4. Bank deposit agreement
5. Bank overdraft and bank advance
6. Credit opening agreement
7. Documentary credit
8. Independent bank guarantee
9. Comfort Letters
CHAPTER VI. CREDIT AND FINANCING AGREEMENTS
1. General
2. Loan contract
3. Consumer credit
3.1. Generalities
3.2. Approach to the concept of consumer credit
3.3. Origin and evolution of consumer credit
3.4. Legal regime
4. Financial leasing or leasing contract
5. Renting or operating lease contract
5.1. Concept
5.2. Origin and evolution
6. Long-term rental contract
7. Factoring or financial assignment contract
8. Confirming contract
9. Exchange contract
CHAPTER VII. TRANSPORTATION CONTRACT
1. General
2. Transport guide
3. Execution of transportation
4. Carrier’s liability
5. Delivery and carrier guarantees
6. Specific legal regimes
7. Transit activity
CHAPTER VIII. INSURANCE CONTRACT
1. General
2. Concepts
3. Shape
4. Legal regime
Curricular Unit Teachers
Internship(s)
NAO
Bibliography
Main Bibliography:
RAMIREZ, Paulo, Commercial Law, 3rd edition, Almedina, Coimbra, 2021
Complementary Bibliography:
ABREU, Jorge Manuel Coutinho de, On Entrepreneurship, Companies in Law, Theses Collection, Almedina, Coimbra, 1996
ALBALADEJO, Manuel, Derecho civil, II, Derecho de obligaciones, 14th edition, Madrid, Edisofer, 2011
ALMEIDA, António Pereira de, “Organizational Structure of Companies”, in Problems of Company Law, op. col., Almedina, Coimbra, 2003, p. 95 et seq
BERCOVITZ RODRGUEZ-CANO, Alberto, Apuntes de Derecho Mercantil, 16th Ed., Aranzadi, 2015
CUNHA, Paulo Olavo, Commercial Company Law, 7th edition, Almedina, Coimbra, 2019