Economic law [DROIB314]

Learning outcomes

At the end of the course, students should be able to identify the main rules of economic law, understand their rationale and apply them to simple practical cases submitted to them. The objective of this course is indeed to train students in the main rules of economic law (or company law), by giving them the essential keys to understanding and by situating the subject adequately in relation to other courses or disciplines. It should also encourage students to think critically and stimulate their curiosity and imagination. Students must also be led to understand the specificity of the rules at the heart of the teaching, which justifies applying a particular regime to them (why adopt specific rules for companies and not apply the rules drawn from the general theory of obligations?) The teaching thus focuses on the needs of the economic world, which have been met by practice (e.g. by the establishment of the documentary credit) or by the legislator (e.g. by the adoption of mandatory rules aimed at protecting the commercial agent in his relationship with his principal).

Objectives

The objective of the teaching unit is the rigorous mastery of the learning outcomes by the student.

Content

The course is structured in 6 parts (depending on the pace of work, the book on European competition law may not be studied): These constitute the different subdivisions of the main course material, the Corporate Law Handbook (Books I to VI) and the structure of the oral course. • Book I. General theory of company law In a classical way, the teaching starts with a brief historical review and a presentation of national and international sources, focusing on the genesis and objectives of the Code of Economic Law. A distinction is then made between the addressees of economic law: the company and, to a lesser extent, the trader. The company is now at the heart of economic regulation. The concept is analysed and the main rules applicable to it are presented. • Book II. Introduction to Company Law An in-depth course on company law is normally given in the Master's programme. The objective of this chapter is not to exhaust the subject but to highlight the key concepts and principles. The classification of companies (with or without legal personality, with or without limited liability, etc.), the characteristic elements of the company act and the attributes of legal personality are emphasised. The main forms of company are then analysed, whether or not they have a legal personality. legal form. The aim is to show the different forms of company (in terms of incorporation, management, liability, etc.) to help, in practice, to choose one or the other, in a concrete situation. • Book III. Payment and financing of business activity Financial resources are at the heart of economic activity. To obtain them, everything usually starts with an invoice, sent to the debtor, following the delivery of a good or a service. The requirements applicable to these (and the general conditions on the reverse side) are thus studied, including in a dematerialised environment. In the event of non-payment or late payment, the factoring hypothesis is presented, as well as the provisions of the law of 2 August 2002 concerning the fight against late payment in commercial transactions. Finally, a chapter is devoted to electronic payments, especially in the case of unauthorised payment transactions (by credit card, for example). The documentary credit and the first demand guarantee, which are very important in international trade, are also developed in their respective functions as means of payment and security. • Book IV. The company's main contracts The company is at the heart of a large number of contracts, concluded upstream (lease, contract with its suppliers, etc.) or downstream (contracts with distributors or with customers). Some of these are more or less regulated, while others are left entirely to the freedom of the parties. We first analyse certain contracts relating to production (outsourcing and subcontracting contracts), before analysing in more detail contracts relating to distribution (brokerage, commission, sales concession, commercial agency, franchise, etc.). The aim is to show the differences between these contractual figures and to emphasise the intervention of the legislator, with the adoption of protection mechanisms for the benefit of the party deemed weaker (the commercial agent or the party benefiting from a commercial partnership agreement). In connection with the company's assets, other contracts can be concluded (in connection with the business or the commercial lease). • Book V: European Competition Law This section aims to give students a "competition law" reflex, to draw their attention to the illegality of certain practices they may encounter in their professional life: cartel, abuse of dominant position, concentration. It mainly examines the key concepts, and the assumptions under which the practice is (or is not) illegal. • Book VI: Market practices and consumer protection This last part of the course examines mainly the rules contained in Book VI of the Code of Economic Law (on market practices and consumer protection) and, more secondarily, those of Book XII on the law of the electronic economy. The focus is on unfair business-to-business practices and unfair business-to-consumer commercial practices, both substantive and procedural (injunctive relief, collective redress, ODR, etc.). The advertising regime is then analysed. Finally, certain regulated practices are analysed, especially promotional sales (sales on sale, at a loss, price reductions, etc.) and their compliance with EU law.