INTRODUCTION
TO BUSINESS LAW
Course 17586 – Bachelor´s in Management & Technology.
Fernando Alfayate Fernandez
2022/2023
,Tabla de contenido
1. INTRODUCTION ........................................................................................................................... 2
2. ENTREPRENEURSHIP ................................................................................................................... 4
3. BLOCK 1. SETTING UP THE STRUCTURE ........................................................................................ 5
1. GETTING STARTED. CHOOSING THE LEGAL FORM AND OPENING THE BUSINESS ...............................................................5
2. STRUCTURING INVESTMENT AND DECISION MAKING ...................................................................................................... 11
4. BLOCK 2. PROTECTING YOUR BUSINESS MODEL ......................................................................... 14
3. COMPETING IN THE MARKETPLACE AND PROTECTING YOUR COMPETITIVE ADVANTAGES ........................................... 14
5. BLOCK 3. PLANNING THE BUSINESS ACTIVITY ........................................................................... 21
4. CONTRACTS AND TRANSACTIONS ..................................................................................................................................... 21
6. BLOCK 4. EXPANSION STRATEGIES ............................................................................................ 33
5. EXPANDING DOMESTICALLY AND OVERSEAS .................................................................................................................... 33
,1. INTRODUCTION
Commercial law: commercial law emerged historically as part of civil law. It has evolved pursuant to historical
circumstances and market exigencies. Historically, it was only applied to merchants. It was not practical to have such
a specialized law, so new applications started to appear.
Commercial law is originally a special law with respect to common civil law; by reason of the subjects whose
relations come to regulate; it was conceived as the law of merchants.
The formation of the modern state and the emergence of the public power drove those customary rules to be
recorded in writing. As a result, the former customary rules were included in compilations.
In the XIX century, mercantile law was enacted as a commercial law. Spanish private law has been divided into two
separate codes: Code of Commerce (1885) and Civil Code (1889).
In our system, the main mercantile law-making body is the Code of Commerce (Ccom). But, during the XX and XXI
centuries, disperse mercantile rules, outside of the Ccom, have been enacted.
Code of Commerce: body of regulations from the XIX century. It became a legal milestone because it made possible
the organization and unification of all the concepts and commercial legislation in a single text.
But, of course, since then many things have changed in the commercial law landscape. New special legislations
have emerged.
1.1 SOURCES OF COMMERCIAL LAW
Art. 2.1 Ccom: “commercial acts, whether or not are executed by merchants, and whether or not
they are specified in this code, will be governed by the provisions contained therein; failing that, by
the commercial uses generally observed in each market and, in the absence of both rules, by those
of common law”.
Commercial Code => Commercial uses => Common law.
1.1.1 HIERARCHY OF SOURCES OF COMMERCIAL LAW
1.2 CUSTOM, USES AND PRACTICES
In the absence of an applicable commercial law, custom has the force of law, if it is substantiated and is not contrary
to moral standards or public order. Two main conditions must meet:
1. Relevant uses are the result of repeated and constant conduct in business trade
2. The general awareness of the existence of that reiterative conduct is essential to qualifying a repeated practice
as a binding customary rule.
1.3 GENERAL PRINCIPLES
General principles are the values that despite not having been included in a legal or customary norm, inform actively
the legal system, resolving the lack of normative regulation of a certain situation.
Therefore, they are useful when we encounter a “legal loophole”.
, 1.4 JURISPRUDENCE AND DOCTRINE
Despite that Court decisions are not among the sources of law, pursuant to legal theory, and due to their value in
defining the features of law, they hold a role of special value for the legal system.
Therefore, civil law entrusts the role of completing the legal system to the repeated opinions of the Supreme Court when
interpreting and applying the sources of law (Art.1.6 CC).
1.5 EUROPEAN UNION AND INTERNATIONAL LAW
EUROPEAN UNION LAW
There are three main elements of EU´s law: supremacy; direct applicability; direct effect. European Union Law is
divided into three sources
Primary Law: treaties establishing the EU. They set out the distribution of competencies between the Union and
the Member States, as well as establishing the powers of European Institutions.
Secondary Law: regulations, directives, decisions, opinions, and recommendations, as well as communications
and white and green papers.
Supplementary Law: not provided for in the Treaties. That includes Court Justice case-law, international law, and
general principles of law.
INTERNATIONAL LAW
Conflicts rules, used by international private law, for managing international activity, and aligning differences
between legislations.
Uniform law schemes that include an instrumental collection of rules, regulations, principles, and legislation of
a wide range conventions, uses, standard practices, incoterms, European principles on Contract Law, etc.
TO BUSINESS LAW
Course 17586 – Bachelor´s in Management & Technology.
Fernando Alfayate Fernandez
2022/2023
,Tabla de contenido
1. INTRODUCTION ........................................................................................................................... 2
2. ENTREPRENEURSHIP ................................................................................................................... 4
3. BLOCK 1. SETTING UP THE STRUCTURE ........................................................................................ 5
1. GETTING STARTED. CHOOSING THE LEGAL FORM AND OPENING THE BUSINESS ...............................................................5
2. STRUCTURING INVESTMENT AND DECISION MAKING ...................................................................................................... 11
4. BLOCK 2. PROTECTING YOUR BUSINESS MODEL ......................................................................... 14
3. COMPETING IN THE MARKETPLACE AND PROTECTING YOUR COMPETITIVE ADVANTAGES ........................................... 14
5. BLOCK 3. PLANNING THE BUSINESS ACTIVITY ........................................................................... 21
4. CONTRACTS AND TRANSACTIONS ..................................................................................................................................... 21
6. BLOCK 4. EXPANSION STRATEGIES ............................................................................................ 33
5. EXPANDING DOMESTICALLY AND OVERSEAS .................................................................................................................... 33
,1. INTRODUCTION
Commercial law: commercial law emerged historically as part of civil law. It has evolved pursuant to historical
circumstances and market exigencies. Historically, it was only applied to merchants. It was not practical to have such
a specialized law, so new applications started to appear.
Commercial law is originally a special law with respect to common civil law; by reason of the subjects whose
relations come to regulate; it was conceived as the law of merchants.
The formation of the modern state and the emergence of the public power drove those customary rules to be
recorded in writing. As a result, the former customary rules were included in compilations.
In the XIX century, mercantile law was enacted as a commercial law. Spanish private law has been divided into two
separate codes: Code of Commerce (1885) and Civil Code (1889).
In our system, the main mercantile law-making body is the Code of Commerce (Ccom). But, during the XX and XXI
centuries, disperse mercantile rules, outside of the Ccom, have been enacted.
Code of Commerce: body of regulations from the XIX century. It became a legal milestone because it made possible
the organization and unification of all the concepts and commercial legislation in a single text.
But, of course, since then many things have changed in the commercial law landscape. New special legislations
have emerged.
1.1 SOURCES OF COMMERCIAL LAW
Art. 2.1 Ccom: “commercial acts, whether or not are executed by merchants, and whether or not
they are specified in this code, will be governed by the provisions contained therein; failing that, by
the commercial uses generally observed in each market and, in the absence of both rules, by those
of common law”.
Commercial Code => Commercial uses => Common law.
1.1.1 HIERARCHY OF SOURCES OF COMMERCIAL LAW
1.2 CUSTOM, USES AND PRACTICES
In the absence of an applicable commercial law, custom has the force of law, if it is substantiated and is not contrary
to moral standards or public order. Two main conditions must meet:
1. Relevant uses are the result of repeated and constant conduct in business trade
2. The general awareness of the existence of that reiterative conduct is essential to qualifying a repeated practice
as a binding customary rule.
1.3 GENERAL PRINCIPLES
General principles are the values that despite not having been included in a legal or customary norm, inform actively
the legal system, resolving the lack of normative regulation of a certain situation.
Therefore, they are useful when we encounter a “legal loophole”.
, 1.4 JURISPRUDENCE AND DOCTRINE
Despite that Court decisions are not among the sources of law, pursuant to legal theory, and due to their value in
defining the features of law, they hold a role of special value for the legal system.
Therefore, civil law entrusts the role of completing the legal system to the repeated opinions of the Supreme Court when
interpreting and applying the sources of law (Art.1.6 CC).
1.5 EUROPEAN UNION AND INTERNATIONAL LAW
EUROPEAN UNION LAW
There are three main elements of EU´s law: supremacy; direct applicability; direct effect. European Union Law is
divided into three sources
Primary Law: treaties establishing the EU. They set out the distribution of competencies between the Union and
the Member States, as well as establishing the powers of European Institutions.
Secondary Law: regulations, directives, decisions, opinions, and recommendations, as well as communications
and white and green papers.
Supplementary Law: not provided for in the Treaties. That includes Court Justice case-law, international law, and
general principles of law.
INTERNATIONAL LAW
Conflicts rules, used by international private law, for managing international activity, and aligning differences
between legislations.
Uniform law schemes that include an instrumental collection of rules, regulations, principles, and legislation of
a wide range conventions, uses, standard practices, incoterms, European principles on Contract Law, etc.
