Educational guide 2023_24 Faculty of Business and Economics

Bachelor's Degree in Business Administration and Management (2009)

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

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