Special Commercial Law and Accountancy Law
[DROI2104]
[45h] 5 credits
This course is taught in the 2d semester.
Teacher(s): Yves De Cordt, Michel De Wolf
Language: French
Level: Second
Aims
The specific aims are as follows:
- to understand and have a good command of the notions and concepts;
- to have a rigorous and thorough knowledge of the legal provisions and general principles covered;
- to be able to analyse the case-law applications of these rules and principles and to apply them correctly to practical cases;
- to guide students to understand and analyse financial information published by companies;
- to understand and question the ethical, sociological and economic justifications for the legal provisions and soft law recommendations;
- to make the connection between financial and legal aspects.
Main themes
The first (and major) part of the course relates to the legislation on limited liability companies. The constitution, securities, administration and the holding of annual general meetings of the limited liability company are examined in detail. The course then focuses on the limited liability company's capital and, more particularly, on safeguarding the capital, the operations that are likely to affect it and capital fluctuations. Special attention is paid to the protection of shareholders and third parties. Certain procedures to resolve conflicts between shareholders are also analysed. In addition, the limited liability partnership, the co-operative limited liability company and the private limited liability company are also studied. Special attention is also paid to the single-person private limited liability company given the particular interest in this type of company by the liberal professions.
Moreover, the first part of the course includes an introduction to Financial Law, examining several applications of the transparency principle.
The second part of the course introduces the student to company accounting and related notions: assets, liabilities, income, charges General Accountancy Law is examined, with regard to both the accounting system and valuation rules. The focus is on Belgian GAAP rules, although an introduction to international reporting standards is also given. The course largely concentrates upon a financial analysis of financial accounts and is illustrated by practical examples.
The third part of the course relates to Administration and Bankruptcy Law.
Other information (prerequisite, evaluation (assessment methods), course materials recommended readings, ...)
The course materials are a handbook (Précis de droit des sociétés, 3ème édition, Bruxelles, Bruylant, 2009) and two syllabi.