Company Law I

Year
1
Academic year
2019-2020
Code
02036007
Subject Area
Law
Language of Instruction
Portuguese
Mode of Delivery
Face-to-face
Duration
SEMESTRIAL
ECTS Credits
7.0
Type
Elective
Level
2nd Cycle Studies - Mestrado

Recommended Prerequisites

Commercial Law, Company Law

Teaching Methods

Anyone who wants to know more about Company Law must understand that he has to study not only national law issues, but also foreign and international law. It must be stressed that nowadays the conflicts inside the companies are frequently connected with the exercise of power. Therefore, it is advisable to study corporate governance problems. The analysis of jurisprudence and cases will allow students to deal with practical issues. Students will be invited to discuss the subjects because that is a way to promote their ability to think about the problems and to develop their own research

Learning Outcomes

Purposes:

a)         Analysis of Company Law problems that where not studied during 1st. Cycle, including public companies;

b)         Develop the analysis of some Company Law problems that where only mentioned during 1st Cycle;

c)         Make clear the Companies internal balance of powers and the legal regime in what concerns liability for its administration and control

Competencies:

d)         Knowledge about up-to-date Company Law problems;

e)         Knowledge about practical themes;

f)          Wide vision about subjects that will allow students to prepare a Master Thesis concerning matters which are not often studied or not studied at all, stimulating rigorous investigation and analysis;

g)         Critical view about how Portuguese Company Law deals with some problems, suggesting alternative ways.

Work Placement(s)

No

Syllabus

PART I

CORPORATE GOVERNANCE

CHAPTER I - PUBLIC COMPANIES

1. Company organs

1.1.      Legal Models

1.2.      Board of directors, executive committee and executive directors

1.3.      Other committees

 

2.         Appointment of directors

3.         Termination of office

4.         Auditing/Supervising

 

CHAPTER II - PRIVATE COMPANIES

1. The organs

2. The directors powers

3. Auditing/supervising

 

CHAPTER III

DIRECTORS LIABILITY. AUDITORS/SUPERVISORS LIABILITY IN PUBLIC AND PRIVATE COMPANIES

1.         Directors Liability

2.         Auditors/Supervisors Liability

Head Lecturer(s)

Filipe Cassiano Nunes Santos

Assessment Methods

Assessment
Exam: 100.0%

Bibliography

Abreu, Coutinho de, Governação das sociedades comerciais, 2.ª ed., 2007

Abreu, Coutinho de, Responsabilidade civil dos administradores, 2.ª ed., 2010

Costa, Ricardo, Os administradores de facto das sociedades comerciais, 2014

Costa, Ricardo, “Deveres gerais dos administradores e «gestor criterioso e ordenado»”, I Congresso DSR, 2011, págs. 157 s.

Martins, Alexandre de Soveral, Administradores-delegados e comissões executivas, 2ª ed., 2011