Commercial and Company Law: Status, Instruments, and Structures
Commercial law
Know the status of the trader (merchant), the obligations of registration, and the rules on commercial books. Master the law of commercial obligations: the autonomy of the commercial debt, joint and several liability, and the evidence rules applicable between traders. Study negotiable instruments: the bill of exchange, the promissory note, and the cheque, focusing on the requirements of form, endorsement, acceptance, and the rights of the holder in due course. Understand the rules on insolvency and reorganisation, including the trigger, the role of the court, the position of secured creditors, and the ranking of claims. Know the law of commercial contracts, including distribution, agency, and franchise, and the rules on unfair terms.
Company law
You must be able to compare the main forms: the private limited company, the public limited company, the cooperative, and the partnership forms. Know incorporation requirements, the minimum capital or capital-free regime, the role of the notary, the legal personality, and the limits of shareholder liability. Study corporate governance: the powers of the general meeting, the board, and the statutory auditor; the rules on conflicts of interest; and the approval of related-party transactions. Know the rules on share transfers, capital increases and reductions, and the dissolution and liquidation of companies. Understand director liability and the business judgment rule where it applies.
Traps
Questions often test the difference between a de facto company and a duly incorporated one, and between the company's liability and that of its directors. Watch for the ranking of creditors and the effect of security interests.
Rule of thumb
For any company question, identify the legal form first, then the organ competent to act, then the required formality.