Corporate Law

Recommended Prerequisites

NA

Teaching Methods

a) Presentation by the teacher, followed by discussion in class;

b) Resolution of practical cases;

c) Presentation of themes and practical cases by students.

Learning Outcomes

General objective:

 To provide students with the knowledge to make informed and legally sustained business decisions.

Specific objectives:

1. Understand the importance of companies in creating an own business;

2. Identify the types of companies, from the perspective of business risk

3. Understanding social participation, from the perspective of investment and disinvestment;

4. To understand the management and supervision of private and public limited companies;

5. Identify the liability risks and the legal instruments to cover these risks. 

Skills to be acquired:

1.Understand the processes of incorporation of commercial companies;

2.Knowing how to choose the appropriate corporate type;

3. Be aware of the various bodies of private and public limited companies, their competencies and way of functioning;

4.Know how to distinguish between legal and illegal business decisions;

5. Understand D&O Insurance.

6. Being able to talk to lawyers

Work Placement(s)

No

Syllabus

1. What are societies?

1.1 The company (in general)

1.2 Corporate types

2. Social participation

2.1 Main rights

2.2 Main obligations

 

3. Management and audit of company

3.1 Private limited companies

3.2 Public limited companies

 

4. Civil liability of directors for the administration of the company (arts. 72 and following of the CSC)

4.1. What is civil liability?

4.2 Responsibility towards society (art. 72 of the CSC)

4.3 Liability towards social creditors (art. 78, 1 of the CSC)

4.4 Liability towards members and third parties (art. 79 of the CSC)

 

5. Directors' liability insurance (D&O Insurance)

5.1 Characterisation

5.2 Typical coverages

5.3 Typical exclusions

 

6. Corporate groups

Head Lecturer(s)

Maria Elisabete Gomes Ramos

Assessment Methods

Assessment
Periodic or by final exam as given in the course information: 100.0%

Bibliography

ABREU, Jorge Manuel Coutinho de - Curso de direito comercial. Coimbra : Edições Almedina. Vol. 2: Das sociedades. 6ª ed.. 2019.

DIREITO Empresarial para economistas e gestores. 3ª ed.,  Paulo Olavo Cunha. Coimbra: Edições Almedina, 2020.

ESTUDOS de direito das sociedades. Pedro Maia [et al.]. 12ª ed.. Coimbra : Edições Almedina, 2015.

Ramos, Maria Elisabete, Direito Comercial e das Sociedades. Entre as empresas e o mercado, Coimbra: Almedina, 2018.