COURSE GUIDE Commercial Aspects

1 COURSE GUIDE Commercial Aspects Master in Corporate Legal Advice Universidad Católica de Valencia San Vicente Mártir.

2 Year 2016/17 COURSE GUIDE: COMMERCIAL ASPECTS SUBJECT: Commercial Aspects 9 FIELD: Commercial Aspects 9 MODULE: Commercial Aspects 9 Type of Learning: Classroom Professor: Jorge Sánchez Tarazaga Course: 1 st Semester:1 st E-mail: ECTS MODULE ORGANIZATION MODULE: COMMERCIAL ASPECTS 9 ECTS Duration and timing of the module: In the first semester Field and Subjects Course ECTS Subject ECTS Course/ semestre Commercial Aspects 9 Commercial Aspects 9 1/1

3 COURSE GUIDE: COMMERCIAL ASPECTS Prerequisites: None GENERAL GOALS a. Analyze the policy and business practice of the company, from different perspectives. It is intended to provide an overview of the issues governing the legal-economic life of the business and legal solutions that our legal system provides to the daily reality of it. b. It is pretended to make a comprehensive study of commercial law through the approach and discussion of different case studies that address real problems. The case study method enables students to acquire new knowledge in the fields of commercial or retrieve previously acquired under participatory and interesting practical classes. c. This module's main objective is to ensure that students acquire the skills and abilities necessary for the exercise of legal advice at the company d. To delve into concepts such as individual entrepreneur, typology of the different corporations, incorporation of companies, general meeting, corporate bodies, challenge corporate resolutions, drafting minutes and certifications and the study of various commercial contracts, insolvency law, the intellectual/ industrial property, unfair competition, economic crimes, corporate groups etc. CROSS-SECTIONAL COMPENTENCES CSC1 Applying the knowledge acquired and its capability of a resolution of problems in new or unfamiliar contexts within broader (or multidisciplinary) contexts related to their field of study CSC2 Being able to integrate knowledge and handle complexity of formulating judgments based on information that, being incomplete or limited, include reflections on social and ethical responsibilities linked to the application of their knowledge and judgments. CSC3 Knowing how to communicate their conclusions (and the knowledge and ultimate reasons to sustain these) to specialists and non-specialist in a clear and unambiguous way. Competence measuring scale 1 2 3 4

4 CSC4 Have the learning skills that enable them to continue studying in a way that has to be largely self-directed or autonomous. CSC5 Know the legal and scientific disciplines necessary for the practice of these professions, including the Autonomous Law CSC6 Assimilate ethics, good forensic practice and professional ethics CSC7 Develop accessory skills for the practice, such as speech and oral and written communication in different languages, strategic negotiation, mediation, or management of advanced technologies. CSC8 Knowing how to relate their knowledge with other specialties related to the exercise of this profession. CSC9 Taking the advice as a social and supportive function. CSC10 Loyally defend the interests entrusted by the client. CSC11 Perform, with ease and safety, everyday tasks in the areas where the profession develops. CSC12 Always keep in mind the ethical significance of their professional actions, and appreciate its importance for themselves, customers, society, justice and professional group. CSC13 Appreciate the convenience to facilitate a negotiated settlement, and learn the techniques of negotiation. CSC14 Know and apply the techniques, tactics and strategies to manage, monitor and resolve any legal matter, both judicial and extrajudicial. CSC15 Argue, legally correct, both orally and in writing. CSC16 Locate, analyze and evaluate legislation, case law and scientific doctrine applicable to cases. CSC17 Identify the interdisciplinary implications of the matter in his responsibility. CSC18 Choose, if necessary, the legal action best suited to solving the case. CSC19 Analyze the feasibility of possible solutions to the conflict, from the legal point of view, substantive and procedural, taking into account the possible duration of the litigation or negotiation, economic aspects, including the fiscal ones and impact on the human aspect to the conflicting parties. CSC20 Maintain a proper relationship and communication with the client. CSC21 Knowing the content and usefulness of notarial and

5 registration documents. SPECIFIC COMPETENCES 1 2 3 4 SC1 Identify and apply critically relevant standards in the various situations that arise in the daily happenings of a company, whatever sector is concerned by the legal system. SC2 Interdisciplinary aspects that allow professionals to design legal strategies to cope with global complex problems that are intertwined economic, commercial, administrative, financial and labor, with their corresponding tax impact. SC3 Areas of litigation practice and technical procedures to daily exercising of counseling. SC4 The essential personal skills related to mediation and negotiation skills, public speaking and writing of the business. SC5 Train lawyers to carry out their activity, both as external advisors to companies, or linked to one or more companies forming part of the legal department. SC6 Detect and properly interpret the economic and legal dimension of each of these situations, noting their relationship and the effects they have on the company or its stakeholders. SC7 Know and be able to develop and interpret the main legal documents involved in the daily development of the company. SC8 Know and apply the techniques of accounting and processing and financial statement analysis and basic management tools. SC9 Choose an arbitration solution if it is more appropriate and advantageous for the case than the judicial one. SC10 Improve the ability to write reports and opinions, both individually and in groups, as well as proceeding to public exhibition and defense of one's arguments. SC11 Provide specific training to develop the necessary procedural practice for the elaboration, preparation and processing of demands and resources in the field of counseling. SC14 Get the necessary practice for the development of all issues raised to the legal adviser on mercantile and negotiable contractual agreements and clauses. SC16 Develop personal skills to join the management teams of companies and modern business charts.

6 SC17 Learn and practice through case studies the interrelation and internationalization of major corporate legal issues. SC18 Advise the customer with the judicial or transactional way to ponder his interests. SC19 Ability to understand and explain the operation of local, regional, national, and international community, in its genesis and as a whole and to identify the institution or authority responsible for each case and the area of law applicable in the each case. SC20 Writing appeals against judgments and meet the requirements for use, types of resources, procedural steps both before the Supreme Court and the Constitutional Court. SC21 Apply the precautionary measures. SC23 Mastering the techniques of counseling court SC24 Apply acquired knowledge and learn the method of solving real problems. SC25 Face ethical issues in the profession. SC26 To go into problems, being able to reason and provide solutions or proposals to the legal problems that arise. SC27 Learning techniques for obtaining legal information and the analysis and presentation of legal issues: management of legal sources (legal, jurisprudential and doctrinal), domain of legal and investigative techniques, knowledge of computer techniques in obtaining legal information and legal data communication (Internet, databases of legislation, jurisprudence, literature), ability to read and interpret legal texts for correct interpretation and application. SC28 Development of legal oratory, the ability to appropriately express orally and in writing to an audience. SC29 Learning of critical consciousness and the fundamental concepts of ethics and anthropology: Acquisition of a critical consciousness in the legal analysis and acquisition of values and ethics. Understanding and knowledge of the anthropological foundation of culture, language and our social environment. SC31 Ability to analyze the economic, tax and penal implications of legal decisions.

7 LEARNING OUTCOMES COMPETENCES R-1 Identify commercial traffic situations of the (CSC1-21 and SC1-11, 14, 16-21, national and international firms. R-2 Delineate the corporate realities of the (CSC1-21 and SC1-11, 14, 16-21, company: board of members, units, shares, administrative bodies. R-3 Create, modify and terminate a business. (CSC1-21 and SC1-11, 14, 16-21, R-4 Ensure commercial transactions both domestic and international, knowing the computer tools to carry them out. R-5 To develop a critical and reflective ability of the student. (CSC1-21 and SC1-11, 14, 16-21, (CSC1-21 and SC1-11, 14, 16-21, R-6 Assess the competition in a globalized world. (CSC1-21 and SC1-11, 14, 16-21, R-7 Know the rights of consumers as final links of the business. (CSC1-21 and SC1-11, 14, 16-21, R-8 Being able to make decisions of a legal nature. (CSC1-21 and SC1-11, 14, 16-21, ACTIVITIES TO BE CARRIED OUT FOR THE ACQUISITION OF THE ANTICIPATED COMPETENCES: ACTIVITY PRACTICAL CLASSES Teaching-Learning Methodology Group work sessions supervised by the teacher. Study of legal cases, both true and fictitious. Meaningful construction of knowledge through student interaction and Relationship with Learning Outcomes ECTS 1 All 1,7 1 The subject is organized in classroom and autonomous distance activities, with an estimated percentage of ECTS. The appropiate distribution is the following: 35-40% for classroom activities and 65-60% for individual autonomous work. For a subject woth 6 ECTS: 2,4 and 3,6 respectivley.

8 THEORETICAL CLASSES TUTORING ASSESSMENT activity. Critical analysis of values and social commitment. Presentation of contents by professor, analysis of competences, explanation and in-class display of skills, abilities and knowledge. Specific instructions about group and individual work of each issue. Personalized and small group attention. Period of instruction and/or guidance by a tutor in order to review and discuss the materials and topics presented in lectures, seminars, readings, writing papers, etc. Set of oral and/or written tests used during initial, formative or additive assessment of the student. All 1,1 All 0,2 All 0,3 Total 3,6

9 INDEPENDENT LEARNING ACTIVITIES ACTIVITY GROUP WORK INDEPENDENT WORK Teaching-Learning Methodology Group preparation of readings, essays, problem solving, seminars, papers, reports, etc. to be presented or handed in during lectures, practical classes and/or small group tutoring sessions. Student study: Individual preparation of readings, essays, problem solving, seminars, papers, reports, etc. to be presented or handed in during lectures, practical classes and/or small-group tutoring sessions. Relationship with Learning Outcomes All 2,2 All ECTS 3,2 Total 5,4 SYSTEM FOR ASSESSING AND GRADING THE ACQUISITION OF THE COMPETENCES Assessment Tool Theoretical written tests on which the theoretical knowledge acquired will be shown. Throughout this tests the acquisition of the competences of this subjects that have to be acquired by the students through the assistance to classes as well as through individual or group work, are assessed. Practical tests by means of written tests and through attendance and presentation of the different practice exercises that will be offered to students throughout the course (directed papers, report of case studies, logs, etc.). LEARNING OUTCOMES ASSESSED Allocated Percentage % All 40% All 40%

10 Special attention will be paid to the completion of a written paper on the two readings that are required to pass the course and are cited in the bibliography. Attendance and active participation in class sessions, group work, office sessions and seminars. The teacher will assess attendance by means of tracking logs of attendance. Criteria for granting a Mark of Distinction: All A mark of Distinction may be granted to the best students, who always must have exceeded a mark of 9 and, in principle and except for exceptional circumstances, will only be awarded in the first call of examinations for this subject. 20% DESCRIPTION OF THE CONTENTS OF THE COURSE: Forms of company business. Constitution of company. Resolutions. Bylaw amendments. Administrative, management and direction. Responsibility of the directors. Company groups. Acquisitions of undertakings, fusions, splitting, takeover bids. Bankruptcy Law. Extinction of society. Drafting national and international commercial contracts. International negotiation. Export procedures. Commercial risk prevention. Assurance measures operations. Commercial court proceedings. Trademarks and patents. Competition law. Industrial Property, Internet Domain, Data Protection. Insurance. Consumer protection. Advertising and labeling. Banking and finance contracts. COMPETENCES CSC1-21 and SC1-11, 14, 16-21, 23-31. TEMPORAL ORGANIZATION OF LEARNING BY CONTENT SECTIONS: 1 CONTENT SECTION Introduction 1) Individual entrepreneur 2) Constitution of a Company Number of Meetings 14

11 3) Typical Legal Forms 4) Modifications of statutes: Increase and reduction of capital. 2 Social Organs 1) Administrative Organs 2) Reward Of the Administrative Organs 14 3) Piercing the corporate veil 4) Responsibility of the Administrators 3 General Meeting 1) Theoretical General Meeting 2) Practical General Meeting 3) Legal Status of Partner 16 4) Conflicts between partners 5) Drafting Minutes and Certificates 4 Unfair competition 1) Concept of unfair competition 2) Trademarks and Patents 16 3) Industrial/Intellectual Property and Data protection. 5 Commercial Contracts 1) Business Partnership Agreements 2) Resolution of conflicts in commercial contracts 10 3) Banking contracts 6 E-Commerce 4 7 Community Law 4 8 Defense of Competition 12 9 Restructuration 1) Corporate groups 2) Acquisition of Undertakings 14 3) Fusions and Splits 4) Takeover Bids 10 Economic Crimes 4 11 Bankruptcy law 10 TOTAL SESIONES 90

12 REFERENCES FUNDAMENTAL REFERENCES La responsabilidad civil del administrador de Sociedad de capital en sus elementos configuradores. Editorial Thomson Civitas. 2006 Legislación Mercantil Básica de Tirant Lo Blanch Memento Francis Lefebvre, Sociedades Mercantiles 2012.