Corporate, Bankruptcy and Competition Law
Code: 42991 ECTS Credits: 9| Degree | Type | Year | Semester |
|---|---|---|---|
| 4313781 Enterprise Law | OB | 0 | 1 |
Contact
- Name:
- Francisco Mercadal Vidal
- Email:
- Francisco.Mercadal@uab.cat
Use of Languages
- Principal working language:
- spanish (spa)
Teachers
- Francisco Mercadal Vidal
Prerequisites
There are no previous requirements.
Objectives and Contextualisation
The aim is to have specialized knowledge in matters of Company law, insolvency and competition law
Competences
- Communicate and justify conclusions clearly and unambiguously to both specialised and non-specialised audiences.
- Integrate knowledge and use it to make judgements in complex situations, with incomplete information, while keeping in mind social and ethical responsibilities.
- Integrate knowledge of the law and of negotiation to make judgments in the business context.
- Seek out information in the scientific literature using appropriate channels, and use this information to formulate and contextualise a research topic in business law.
- Seek out, interpret and apply legal provisions related to tax, employment or penal matters within corporate activity, and any others in which a legal solution is needed for situations arising in the business context.
- Use acquired knowledge as a basis for originality in the application of ideas, often in a research context.
- Work in a team to create synergies in the workplace, in a coordinated, cooperative fashion.
Learning Outcomes
- Communicate and justify conclusions clearly and unambiguously to both specialised and non-specialised audiences.
- Integrate knowledge and use it to make judgements in complex situations, with incomplete information, while keeping in mind social and ethical responsibilities.
- Interrelate legal principles and negotiation techniques to assess cases of business law, bankruptcy law and competition law.
- Provide a fair, effective response to practical cases in business law, bankruptcy law and competition law.
- Seek out information in the scientific literature using appropriate channels, and use this information to formulate and contextualise a research topic in business law.
- Use acquired knowledge as a basis for originality in the application of ideas, often in a research context.
- Work in a team to create synergies in the workplace, in a coordinated, cooperative fashion.
Content
The general content of the module are the basic subjects of commercial Law according to the conventional concept of this discipline in Spain and, in particular, in matters of companies, insolvency and restructuring procedures and competition law. These are very broad subjects, so within the aforementioned framework, a very specific topics will be selected, so students will have updated knowledge of corporate law, insolvency and competition law. Any modification will be notified at the beginning of the course.
A) COMPETITION LAW
October 19. Structure and sources of competition law in the European Union. Area of application. Basic substantive concepts. Administrative enforcement and private enforcement. Basic rules.
October 26th. Restrictive practices. Horizontal agreements. Cartels. Vertical agreements. Abuse of dominant position.
November 2nd. Merger control: horizontal and vertical mergers. Other assumptions.
November 9. Competition law in the digital economy: basic issues. In particular, his treatment of big technology companies (“Big Tech”).
Nov. 16. The reform of the competition law of the European Union relating to the digital economy (“Digital Markets Act”).
B) CORPORATE LAW
November 23. Corporate governance (I). Introduction. The corporate enterprise. Main actors (stakeholders). Evolution and basic doctrines.
November 30. Corporate governance (II). The general meeting of shareholders: powers, conflict of interest regime.
December 7th. Corporate governance (III). The administrative body: duties of the directors.
December 14th. International mobility of companies. Directive (EU) 2019/2021 of the European Parliament and of the Council of November 27, 2019.
C) INSOLVENCY LAW
December 21. Restructuring Law: introduction. The regime of the Consolidated Text of the Insolvency Act. The Directive on preventive restructuring frameworks.
January 11.Insolvency solutions: introduction. Plan of reorganization. Liquidation. Critical balance.
January 18th. Insolvency liability: introduction. Insolvency liability in the TRLSC. General disposition. Qualification sentence. Critical balance.
D) CASE
January 25. Class discussion of the solution of a case that the students will have had to solve in the preceding weeks. For this purpose, they will be indicated the recommended materials and will be asked some questions, having 48 hours to send the answer.
E) EXAM
26 of January. Exam. Three questions will be asked, one for each part of the course (competition, companies and insolvency) and referring to the issues discussed in class. They must be answered for a maximum total time of 90 minutes, being able to have access to legislative, jurisprudential and doctrinal materials.
Methodology
Each class day will be divided into two sessions, in which the topics indicated in the calendar delivered together with the syllabus will be treated, without prejudice to possible readjustments in justified cases.
In each of the sessions, one or two students (depending on the final number of registrants) must be responsible for exposing the issues that will be indicated to them in due advance and that will refer to the topic in the session, the corresponding materials will be provided. They will also have to answer the questions posed to them. Compulsory reading materials for other students will also be specified.
Annotation: Within the schedule set by the centre or degree programme, 15 minutes of one class will be reserved for students to evaluate their lecturers and their courses or modules through questionnaires.
Activities
| Title | Hours | ECTS | Learning Outcomes |
|---|---|---|---|
| Type: Directed | |||
| Lecturing | 52 | 2.08 | 3, 2, 1, 6, 7 |
| Type: Supervised | |||
| Resolution of exercises | 10 | 0.4 | 4, 5, 3, 2, 1, 7 |
| Type: Autonomous | |||
| Personal study | 87 | 3.48 | 4, 5, 3, 2, 1, 7 |
Assessment
The final grades will be awarded according to the following criteria: a) 25% for participation in class (not for mere passive attendance); b) 25% for the response to the case raised; c) 50% for taking the exam. Once the final evaluation has been communicated, a review may be requested in order for the Professor to explain to the student the criteria applied (art. 114.3 UAB Academic Regulations), without prejudice to the student's rights to challenge the grade.
The date of the final exam of the subject is scheduled in the exam calendar of the Faculty.
The scheduling of the evaluation tests cannot be modified, unless there is an exceptional and duly justified reason why an evaluation act cannot be carried out. In this case, the people responsible for the Master Degree, after consulting the lecturers and the student, will propose a new schedule within the corresponding school period (art. 115.1 Calendar of evaluation activities, UAB Academic Regulations).
To pass the subject, the student must have participated in the three evaluation activities and to obtain at least a 3,5 at the final exam. To take the final exam, it is necessary to attend at 90% of the classes.
To retake the exam, it is necessary to have obtained at least 3 in each of the three evaluation activities. Students who retake the exam may obtain a maximum grade of 7 in the subject.
Assessment Activities
| Title | Weighting | Hours | ECTS | Learning Outcomes |
|---|---|---|---|---|
| Classroom exercises | 25% | 20 | 0.8 | 4, 5, 3, 2, 6, 7 |
| Exam | 50% | 4 | 0.16 | 4, 3, 2, 6 |
| Other activities | 25% | 52 | 2.08 | 2, 1 |
Bibliography
JUSTE, J. (Coord.), Comentario de la reforma del régimen de las sociedades de capital en materia de gobierno corporativo (Ley 31/2014), Civitas Thomson Reuters, 2015.
MENÉNDEZ A. y ROJO. A. (Dir.), Lecciones de Derecho Mercantil, two volumes, Cicitas Thomson Reuters, last edition.
ROJO, A. y BELTRÁN, E. (Dir.), Comentario de la Ley de Sociedades de Capital, two volumes, Civitas Thomson Reuters, 2011.
SALA ARQUER, J.M., FOLGUERA CRESPO, J., MASSAGUER FUENTES, J. y GUTIÉRREZ, A. (Dir.), Comentario a Ley de Defensa de la Competencia, sixth ed., 2020.
Software
The subject does not require any specific software.