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Corporate Law II

Code: LGE1210    Acronym: DEII

Subject: 2018/2019 - 2S

Teaching Area: Law

Programmes

Acronym Study plan Curriculum Years ECTS Contact hours Total Hours
LGE Desp. n.º 1049/2008 (alterado aviso n.º9805/2012) 6 ECTS 57 160

Hours Effectively Taught

Teaching - Hours

Theoretical-Practical: 3,00
Other: 0,80

Aims, Skills and Learning Outcomes

SUMMARY DESCRIPTION OF CURRICULAR UNIT
Deepening the notions of company law. Study contributory code ..

OBJECTIVES AND EXPECTED LEARNING OUTCOMES
A) Seizure of listed forms of company in operation since its incorporation.
B) Understanding of organizational forms of commercial companies and the monitoring of such companies.
C) Identification of some forms of corporate restructuring.
D) Understanding the basics of the Contributory Code.

SKILLS TO BE DEVELOPED
Ability to create commercial companies. Ability to critically appraise articles of association. Perception of power relations within societies and its reflection on the organization and operation thereof. Ability to meet its obligations under the supervision of the companies. Ability to participate in key moments of certain corporate reorganizations.
Ability to deal with the solutions of the Contributory Code.
Ability to bind the powers referred to above, acquired in other courses, including those related to accounting.

Programme

Commercial companies. Changes to the share capital.
Capital increase.
capital reduction.
Repayment and remission of the capital.
Share capital. Representation of the capital. Functions of the capital.
additional benefits
fringe benefits
supplies
shareholdings. Transmission of shares. own shares and shares.
Organization and functioning of commercial companies. organizational structure. General meeting.
Bodies of Management and Supervision
Accountability and application of results
The duty to report
financial statements
Appraisal and publication of annual accounts
Other types of reports: one report / IES / Environmental Report
Application of previous earnings
Retention Results
reservations
Distribution of profits and dividends
Advances on account of profits and interim dividends
Dividends unclaimed
Fate of previous losses
Rights of shareholders, in particular the right to information
Transformation, merger and demerger of commercial companies. Dissolution of commercial companies.
Contributory code
Scope of application
Workers for others
Self-Employed
social system of voluntary insurance
Failure to pay tax obligation
Misdemeanor regime

Demonstration of the syllabus coherence with the curricular unit's learning objectives


Main literature

Neves, João Carvalho;Análise e relato financeiro, Texto , 2014
Cunha, Paulo Olavo;Direito das Sociedades Comerciais, Almedina, 2012

Supplementary Bibliography

Antunes, Engrácia;Direito das Sociedades, Almedina, 2015

Literature Notes

Obrigatória a consulta da seguinte legislação:

Código das Sociedades Comerciais
Código Contributivo

Learning Methods

Expository method complemented by discussion papers to be present in the contact hours and appreciation of practical cases, immediately extracted from jurisprudence


Assessment Components

Avaliação distribuída com exame final

Assessment Components

Description Type Time (hours) Conclusion Date
Attendance (estimated)  Lessons  45
 Teste/Exame  1,5
 Teste/Exame  1,5
 Teste/Exame  6
 Participação Presencial  12
 Study  94
  Total: 160

Continuous Assessment

- Two written tests: (40% + 40%) 

- A written group work: (20%)

- Examination of the merits of the content

- Assessment of presentation and defense

Under the terms of the Bachelor's Regulation:

1. The students' attendance in classes will be recorded and, if the number of absences per student exceeds 30% of the total number of lessons scheduled for each course unit, the student will be automatically transferred to the final evaluation (regular season).

2. In the written tests and other assessment elements mentioned in paragraph 2 of Art. 39 it is necessary to obtain a minimum grade of 7.5 (seven point five) points.

3. If the student misses a test or receives a grade lower than 7.5 points in the tests or in another assessment element mentioned in the previous number, the student will be automatically transferred to the final evaluation (regular season).

4. If the student misses or obtains less than 7.5 in the second written test, held in the same date of the final exam in the regular season, they may apply for further evaluation in the Appeal season.

Final Exam

Written exam lasting two hours. Final exam - 100%. And under the terms of Art. 41 of the Bachelor's Regulation

Demonstration of the coherence between the teaching methodologies and the learning outcomes

Being the Introductory Curricular Unit and aiming to familiarize students with the basic legislation of the sector in which they will enter professionally (acquiring and operating basic concepts of Law and knowing the most important legal regimes) makes the expository method together with the resolution of practical cases that simulate the application of the norms studied.