Commercial Law and Secured Transactions
Commercial framework
Know the basic forms of traders, the commercial register and its publicity effect, and the rules on representation and on commercial transactions. Understand the concept of the enterprise and the rules on its transfer.
Secured transactions
Master the mortgage over immovable property (notarial deed, registration, ranking, maximum secured amount), the pledge over movables and over claims, and the special regimes for financial collateral. Know the rules on enforcement of security outside court where permitted, and on the order of priority among creditors.
Traps and a rule of thumb
Traps: assuming a mortgage secures unlimited amounts; forgetting that a mortgage over immovables requires a notarial deed while a pledge over movables generally does not; confusing the commercial register entry with a property register entry; and overlooking the effect of insolvency proceedings on security rights.
Rule of thumb: for a security question, identify the asset (immovable, movable, claim, financial instrument), then the perfection step (notarial deed, registration, delivery, or control), then the priority rule.