Commercial and Company Law
Commercial law
Understand the status of the commercial trader, commercial acts, and the obligations of registration and accounting. Know the types of commercial contracts (sale, agency, distribution) and the rules on negotiable instruments.
Company law
Master the types of companies (by quotas, by shares, and others) and their essential features: separate legal personality, limited liability, and the organs (general meeting, management, supervisory body). Know the rules on incorporation, capital, transfer of quotas/shares, and dissolution and liquidation. Understand directors' duties of care and loyalty and the grounds for liability.
Traps
Questions test the difference between a company and its members (separate personality), the limits of limited liability (abuse of personality), and the competence of each organ. Watch for confusion between a general meeting resolution and a management decision, and between transfer of quotas and admission of a new member.
Worked rule
When a creditor seeks to reach a member's personal assets, ask whether the company's separate personality was abused (fraud, confusion of assets). Only then may the court disregard it; limited liability is otherwise the rule.