Class Commercial Law II

This curricular unit should allow students to master the subjects related different types of companies, knowing their essential elements, their organization, composition and characteristics. Students will acquire knowledge that will allow them to carry out: the constitution of a company, delimiting its corporate prurpose, writing a partnership agreement, knowing what causes changes to the partnership agreement, knowing what causes changes to the partnership agreement and understandingthe function of the share capital. Students should also be able to identify irregularities in companies creation and the incorporation of companies. In addition, students will be able to identify situations of concentration of companies and recognize groups of companies and their legal regulation: reciprocal participation relationships, of ownership, companies in relation to group, characteristics of the subordination contract, shareholder agrrments and Public Offer of Aquisition (OPA).

Not applicable

-Elements of commercial companies -Object and purpose of societies - Appreciation of the concept of society -The commerciality of companies and their requirements - Commercial companies and civil companies, civil societies in commercial form - The liability of the partners according to the different corporate types -Personalistic and capitalist societies -The exercise of companies -Share capital and share equity -The governing sectors of companies and their duties -The civil liability of the members of the administration -Rights and obligations of partners -Deliberations of the partners and their vices -General assemby - Specified precautionary procedure for suspension of corporate resolutions - The incorporation of companies  -Transfers of shareholdings ans amendment - Fusion, cision and transformation of companies -Shareholder agreements - Dominion or group relationships  - Participation relations -Subordinations relationships -Dissolutio and liquidation of the company  

Students must create, in groups, a company from scratch based on a practical situation presented by the teacher, presenting all stages of the company's constitution process, as well as filling in the respective fees at all stages of the company's constitution process.

Polónia, Rui - Direito das Sociedades Comerciais. 1.ª Edição. Braga:Almedina, 2022. ISBN: 9789894005186 Coutinho de Abreu, Jorge Manuel - Curso de Direito Comercial Volume II. 7. ª Edição. Coimbra:Almedina, 2021.ISBN: 9789724091389