Teaching plan for the course unit

 

 

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General information

 

Course unit name: Company Law

Course unit code: 364548

Academic year: 2021-2022

Coordinator: Maria Teresa Solanelles Batlle

Department: Department of Private Law

Credits: 6

Single program: S

 

 

Estimated learning time

Total number of hours 150

 

Face-to-face and/or online activities

60

 

-  Lecture with practical component

Face-to-face and online

 

15

 

-  Group tutorial

Face-to-face and online

 

15

 

-  Problem-solving class

Face-to-face and online

 

30

Supervised project

40

Independent learning

50

 

 

Competences to be gained during study

 

   -

CG5 - Ability to work in a team (capacity to collaborate with others and contribute to a common project, capacity to work in cross-disciplinary and multicultural teams).

(Encourage cooperation between students in order to find a solution for a real case using legal tools.)

   -

CG8 - Capacity to communicate in English and/or other foreign languages orally and in writing, comprehension skills, and mastery of specialized language.

   -

CG1 - Commitment to ethical practice (critical and self-critical skills and attitudes that comply with ethical and deontological principles).

   -

CG3 - Capacity for learning and responsibility (capacity for analysis, synthesis, to adopt global perspectove and to apply knowledge in practice).

   -

CE2 - Comprehensive understanding of the international economic, legal and socio-political framework, and ability to use this knowledge to oversee international business decisions.

Learning objectives

 

Referring to knowledge

— Be able to identify and establish the most suitable type of company for business activities.

 

— Carry out a practical analysis of corporate activities that can promote efficient competition in domestic markets and in the European Union and understand the different types of agreements that can be entered into to develop business activities.

 

— Understand how the intellectual property rights of companies are regulated and used to enable students to increase technological innovation in the market, ensure the highest quality of products and services and also provide them with protective measures to promote economic efficiency and maximise consumer welfare.

 

— Obtain practical knowledge of the legal regulation of advertising in order to design the most appropriate advertising to promote competition, product quality and consumer protection.

 

— Engage in a practical analysis of how economic crises affect companies in order to identify the most suitable solution in each case and ensure strong market activity.

 

— Promote cooperative work between students to create a company that acts in the market and to be able to give the best legal advice according to the facts of each particular case.

 

 

Teaching blocks

 

1. The European Union

1.1. The European Union

1.2. European Union regulations

1.3. National law

1.4. Commercial law of the European Union

2. Commercial entrepreneurs in the European Union

2.1. The concepts of company and entrepreneur

2.2. Commercial entrepreneur: requirements and accounting obligations

2.3. Types of commercial entrepreneur: partnerships and joint stock

2.4. European corporation

2.5. European cooperative

2.6. Supranational groups of economic interest 

2.7. Structural modifications of supranational entrepreneurs: mergers and takeovers

3. Protection of intellectual property in the European Union

3.1. Distinctive signs: trademarks

3.2. Design

3.3. Inventions: patents

3.4. Intellectual property

4. Regulation of advertising in the European Union

4.1. Advertising and regulation

4.2. Misleading and comparative advertising in the EU

4.3. Advertising and sponsorship of tobacco in the EU

4.4. Advertising of pharmaceutical products in the EU

5. Consumer protection in the European Union

5.1. Consumer rights in the EU

5.2. Unfair terms in consumer contracts

6. Protection of competition in the European Union

6.1. Market structure

6.2. Anti-competitive behaviour: agreements, abuse of dominant position, concentrations

6.3. Public aid

6.4. Public companies

7. Commercial contracts and securities

7.1. Commercial contracts harmonised by the European Union: European sales; E-commerce sales

7.2. Securities

8. Crisis of the entrepreneur: harmonisation of European Community law

8.1. Insolvency regulation

 

 

Teaching methods and general organization

 

The proposed teaching methodology is a “problem-based learning” (PBL) approach, which focuses on active learning on the part of students. They are the ones who develop and build their own knowledge. This methodology uses a variety of classroom activities to promote student-directed learning and self-learning. All these activities help students to better understand the contents and to develop skills.

In class, it is important to activate prior knowledge in order to achieve meaningful learning outcomes. Knowledge will be more lasting if it is related to what the student already knows. Group work in class encourages students to observe what they already know, define learning objectives (what the student knows and needs to know to solve the case), and establish a plan of guided work to search for information. In guided learning, students have to do an individual research project and compare their information with other group members.

Once students have completed their search for information, they must return to the classroom to cooperate and compare it with other group members in the presence of the tutor. This will promote the directed learning process, help students to see the need to look up concepts that are not clear, and also make a concept map showing how those concepts are related. All of this work drives the students’ autonomous learning process.

This methodology requires students’ attendance to class, face-to-face or online. Students who cannot attend classes have the opportunity to take the subject using the recommended bibliography. This programme sets out the content and skills that students must acquire to pass the course. Students are welcome to ask their tutor any questions they may have. The activities planned to encourage different types of learning outcomes differ depending on the objectives to be achieved:

— Classroom activities encourage the activation of prior knowledge (brainstorming), the explanation by the lecturer of the necessary knowledge to work in a guided way (tutors constantly guide and direct students), a reality-based approach (proposing real cases that occur in the market), the synthesis of learning outcomes (developing concept maps), group work (activities take place in small groups of students and in the large group or class, promoting the cooperation between students), the ability to defend a position with arguments (orally and in writing) and student motivation (through a process of continuous assessment based on criteria designed to encourage student self-assessment and improve learning outcomes).

— The use of directed learning is intended to encourage the development and construction of knowledge, such as doing research to solve cases presented in class. To do this, the group uses tools under the supervision of the tutor. It is important to make the effort to structure and arrange all the information through the development of a concept map.

— In independent learning activities, students need to round up and study all the content.

The class will be divided into small subgroups to allow for a better understanding of the concepts and to generate debate and support arguments. Half of the students will attend face-to-face sessions, while the rest will have to attend online. The following week the other half of the students will attend face-to-face and the rest, online. 

 

 

Official assessment of learning outcomes

 

Assessment of students’ skills is done on a continuous basis. The assessment procedure involves training and is important in guiding students through the learning process and helping them improve. Therefore, a variety of elements and criteria are used:

a) Participation in class debates, asking questions in class or by email, and showing an ability to present arguments with adequate legal basis considering the economic situation and the oral presentation of cases (20%).

b) In-class work: PowerPoint presentations, reports, conceptual maps, comments of news, clarification of concepts, research criteria and selection of information and citation of laws and jurisprudence (20%).

c) Tests: They consist of multiple-choice questions and/or problem-solving exercises based on practical cases (60%).

   — Short tests on theory cases: 10%

   — First test: 20%.

   — Second test: 30%.

Since students are assessed on a continuous basis, attendance to face-to-face and online sessions is mandatory.

Students following continuous assessment do not sit the final exam.

Students who fail to pass continuous assessment must sit the repeat assessment examination.

 

Examination-based assessment

The single assessment consists of an examination with multiple-choice questions and/or problem-solving exercises based on practical cases.

Students who chose single assessment must sit the final exam; otherwise, it will be considered that they have chosen continuous assessment.

Repeat assessment

Students who fail to pass continuous or single assessment are entitled to repeat assessment. It contains multiple-choice questions and/or problem-solving exercises based on practical cases.

 

 

Reading and study resources

Consulteu la disponibilitat a CERCABIB

Book

BERCOVITZ, Alberto. Apuntes de derecho mercantil : derecho mercantil, derecho de la competencia y propiedad industrial. 20ª ed. Cizur Menor (Navarra) : Thomson-Aranzadi, 2019

Catāleg UB  Enllaç
Versiķ en línia (21Ē ed, 2020)  Enllaç

BISHOP, Bernard. European Union law for international business : an introduction. Cambridge : Cambridge University Press, 2009

Catāleg UB  Enllaç

BÜLLESBACH, Alfred (ed). Concise European IT law.  2nd ed. Alphen aan den Rijn: Kluwer Law International, 2010

Catāleg UB  Enllaç

DORRESTEJN, Adriaan F.M. European corporate law. 2nd ed. Austin [etc.] : Wolters Kluwer, 2009

Catāleg UB  Enllaç

GOYDER, D.G., GOYDER, Joanna; ALBORS-LLORENS, Albertina. Goyder’s EC competition law. 5th ed. Oxford : Oxford University Press, 2010

Catāleg UB  Enllaç

HACON, Richard J., PAGENBERG, Jochen (eds). Concise European patent law. 2nd ed. Alphen aan den Rijn : Kluwer Law International, 2008

Catāleg UB  Enllaç

KEIRSBILCK, Bert. The New European law of unfair commercial practices and competition law. Oxford : Hart, 2011

Catāleg UB  Enllaç

MOENS, Gabriël; TRONE, John. Commercial law of the European Union. Dordrecht : Springer, cop. 2010

Catāleg UB  Enllaç

PELLISÉ CAPELL, Jaume. La Explotación abusiva de una posición dominante : arts. 82 TCE y 6 LEDC. Madrid : Civitas, 2002

Catāleg UB  Enllaç

PELLISÉ RIPOLL, Jaume. Mercado relevante, posición de dominio y otras cuestiones que plantean los artículos 82 TCE y 6 LEDC. Cizur Menor (Navarra) : Aranzadi, cop. 2002

Catāleg UB  Enllaç

RODRÍGUEZ DE LAS HERAS BALLELL, Teresa; FELIU REY, Jorge. Introduction to Spanish private law : facing the social and economic challenges. Oxfon : Routledge-Cavendish, 2010

Catāleg UB  Enllaç

ROSE, Vivien; BAILEY, David (eds). Bellamy & Child European Union law of competition. 7th ed. Oxford : Oxford University Press, 2013.

Catāleg UB  Enllaç
Ediciķ complementāria a la 7a ed., 2013  Enllaç

SÁNCHEZ CALERO, Fernando. Principios de derecho mercantil. 21a ed. Cizur Cizur Menor (Navarra) : Thomson Reuters Aranzadi, 2018 (2 vols.)

Catāleg UB  Enllaç
Versiķ en línia (2020)  Enllaç

SIEMS, Mathias M., CABRELLI, David A. (eds). Comparative company law : a case-based approach. Oxford : Hart, 2013

Catāleg UB  Enllaç

VOGENAUER, Stefan; WEATHERILL, Stephen. (eds). The Harmonisation of european contract law : implications for european private laws, business and legal practice. Oxford : Hart, 2006

Catāleg UB  Enllaç