Company Law
Code
LL113
Department
Área de Ensino
Credits
8
Teacher in charge
Pedro Caetano Nunes
Weekly hours
6
Teaching language
Português
Objectives
To enable students to:
- Understand the fundamental problems of this branch of the law;
- Master the fundamental concepts of this branch of the law;
- Become aware of the main Portuguese and European rules of this branch of the law;
- Apply the referred rules;
- Become aware of the major aspects of the evolution of this branch of the law in Portugal and in Europe.
Subject matter
Company Law as a branch of the law. The role of European Law in Company Law. The contractual nature and the institutional nature of companies. Firms and legal entities. Civil companies and commercial companies. Types of commercial companies. Company formation. Rights and duties of shareholders. Shareholders agreements. Share capital. Accounts and reports. Governance structure. Resolutions. Liability of directors, executives and controlling shareholders. Alterations of articles of association. Alteration of status, merger and division. Liquidation. Share deals. «Squeeze-outs», «sell-outs» and other operations regarding shares. Groups of companies.
Bibliography
Abreu, Jorge Manuel Coutinho de - Curso de Direito Comercial, II, 4.ª ed., Coimbra, Almedina, 2011
Cordeiro, António Menezes – Direito das Sociedades, I, 3ª ed., Coimbra, Almedina, 2011
Cunha, Paulo Olavo – Direito das Sociedades Comerciais, 5.ª ed., Coimbra, Almedina, 2012
Duarte, Rui Pinto – Escritos sobre Direito das Sociedades, Coimbra, Coimbra Editora, 2008.
Teaching method
Lectures by the lecturer. Discussion of hypothetical cases, theoretical texts, case law and legal practice drafts.