Commercial Law and Commercial Procedure
Actors and instruments
Commercial law covers merchants, companies, commercial transactions, and insolvency. Know the types of commercial companies, their organs, capital rules, and liability of managers and shareholders.
Concepts you must know
- Merchant status; commercial transaction definition.
- Company forms: general partnership, limited partnership, limited liability company, joint-stock company; incorporation and registration.
- Corporate governance: general meeting, management body, conflicts of interest, related-party transactions.
- Insolvency: grounds, opening, effects, ranking of creditors, avoidance actions.
- Commercial procedure: jurisdiction of commercial courts, documentary evidence, interim measures.
Traps
- Confusing shareholder limited liability with manager liability for wrongful acts.
- Forgetting that registration has constitutive effect for companies.
- Mixing insolvency ranking with general security ranking.
- Overlooking short prescription periods for commercial claims.
Worked example
A manager concludes a contract benefiting a related party without approval. Rule of thumb: check the company's internal approval rules and conflict-of-interest provisions; the company may claim damages from the manager, and the transaction may be challenged if statutory conditions are met.
Rule of thumb
Identify the company organ competent to decide, then the person liable, then the remedy.