General Commercial Law

The teaching unit (UE) offers basic training, specific to the Bachelor of Law programmes, on Belgian and European economic law. It offers students an initial structured approach to the different aspects of the companies' economic activity, including their relationships with other companies and consumers. 

The EU aligns with the objectives set out in the Manifesto for Law Education adopted by our Faculty in 2015 (R.I.E.J., 2016/1, Vol. 74, pp. 169-175). 

https://dial.uclouvain.be/pr/boreal/en/object/boreal%3A178251/datastream/PDF_01/view) 

The mastery of concepts, their application to concrete situations, and the development of a critical mindset are the general objectives of the EU. 

The teaching (45 hours) is structured around the following subjects, approached from Belgian law, as supplemented, if necessary, by European directives and regulations:
I.          Introduction: presentation of the general theory of business law
The course begins with a broad introduction to business law, covering its history, the definition, or rather the various company definitions within the Code of Economic Law, as well as other non-codified legislation governing the subject, and the main principles and sources of this particular branch of private law.
It then focuses on identifying the rights and duties of a company, such as freedom of establishment and the provision of services, registration with the Crossroads Bank for Enterprises, and on studying specific rules that apply to it as exceptions to the so-called common law established by the new Civil Code.
II.        Introduction to Corporate Law
The second part of the course provides a general introduction to company law through an analysis of its fundamental concepts and principles, along with a general overview of the limited liability company.
 
III.       European competition law
This part of the course focuses on the prohibition of cartels and abuses of dominant positions.
After examining the conditions common to these anti-competitive practices, each is analyzed individually. The merger control regime is also presented.
IV.       Market practices and consumer protection
Books VI and XII of the Code of Economic Law, which cover market practices and consumer protection, respectively, are then discussed.
Particular attention is given to the prohibition of unfair market and commercial practices, the regime of unfair terms now applicable to both B2C and B2B contracts (linking here with the common law of the new Civil Code), as well as special rules related to digital technology, particularly in the context of online and distance contracts.
V.         The company's contractual relations
This part of the course covers the specific rules governing contractual relations that companies establish with each other, with consumers, and even with public authorities. In this context, it focuses particularly on the invoicing regime and the legislation addressing late payment.
Drawing useful connections with courses in the law of obligations and the law of special contracts, it finally provides a concise analysis of the main commercial contracts: the commercial lease, contracts related to the business (rental and transfer), and commercial partnership contracts in the distribution sector, including commercial agency contracts, sales concessions, and commission agreements.

The teaching Unit combines lectures and engaging methods (home preparation and group integration), both in face-to-face and remote access.

1° Subject matter subject to the evaluation

Unless otherwise specified by the instructors, the evaluation of the teaching unit (UE) focuses exclusively on the material covered during the lectures and the documents analyzed in class.
The evaluation always covers the teaching provided during the academic year in which it takes place.
Students’ attention is drawn to the difficulty and level of expectation of the course. The material is extensive and requires both “vertical” and “transversal” as well as reflective study. This level of difficulty can only be overcome through regular class attendance, consistent study of the subject, and, when necessary, consultation with teachers whenever certain points remain unclear.
 
2° Type of evaluation
In the first and second sessions, the examination takes the form of a written assessment. The exam is graded out of 20.
Each teacher asks questions on the subjects they have specifically taught.
The examination may consist of knowledge-based questions, reflective questions, and/or the application of theoretical principles to concrete situations, such as a short case study or a commentary on a decision, whether it has already been discussed in class.).
3° Language of the evaluation
The evaluation is carried out in French.
4° Evaluation criteria
In line with the learning outcomes identified above, the criteria used in the assessment are as follows:

• the ability to answer the question actually asked;
• the ability to reproduce the content of teaching in a synthetic, precise, but complete way, by demonstrating the ability to distinguish the essential from the incidental and to "attach" particular questions to the more general frameworks to which they belong;
• the ability to legally qualify given factual situations;
• the ability to identify the relevant legal bases, to read them correctly, and to propose their articulation correctly; this skill also assumes that the student demonstrates that they are already familiar with the exercise of using his or her codes;
• the ability to compare related concepts and mechanisms, including the ability to make connections between them in a relevant way;
• the ability to take a critical approach;
• the ability to reason and argue;
• the ability to express oneself in writing.

Rounding must, where appropriate, for the purpose of awarding the final mark of the UE (as it emerges from the addition of the marks obtained for each of the examination questions), be carried out by rounding down to the lower unit if the decimals do not reach 0.5, and by rounding up to the next unit if they reach it.
5° Authorised documents and annotations
For the duration of the written exam, students may only have

• their code(s) on the condition that they do not include summaries of case law;

A code BAC is on sale at the SVIB course materials service. It is specifically adapted for teaching. However, students remain free to choose their codes but will, in any case, respect the general instructions set out below.  

• specific laws related to the subject taught, if and only if they are not included in the code(s) carried and are printed from an official website, such as the Belgian Official Gazette especially (e.g. no copy/paste made by the student).

• case law decisions seen in court on the condition that they are published in their full version (no extracts or summaries of case law).

As far as the (only) authorized documents are concerned, students are admitted to:

• underlining or highlighting (fluorescent) words or phrases (not isolated letters or groups of letters);
• circle words (not isolated letters or groups of letters).
• make cross-references from one article to another, accompanied by the title of the corresponding standard, if necessary.

The use of sticky notes and other movable dividers is permitted, but only the title and date of the standard-setting instruments listed on the page marked may be indicated.
Anything not expressly permitted is prohibited.
A check of the documents is carried out at the beginning or during the exam.
Students also undertake not to take connected objects (mobile phones, watches, etc.) with them or nearby. These are placed in personal belongings.
Any non-compliance with the instructions will be brought to the attention of the president of the jury, without taking into consideration the intention or the good/bad faith of the student.
It is up to each student to personally ensure that these instructions are respected.

6° PEPS students
Reasonable accommodations linked to a FIFO status are positively received.
However, they are only implemented upon request to the teaching team by the PEPS Unit of the site's education administration (Mrs. Clara Wauthy).
Information on this support scheme is available at https://www.uclouvain.be/fr/aide/contact

The Handbook of Corporate Law (Anthemis, 2024) is the written support of the course. It is available at a preferential rate at the SVIB (Syllanet) course materials service. Scholarship students and similar students also benefit from a 50% discount on this preferential rate.
PPTs are also available online for certain parts of the subject.

Students are invited to consult Moodle regularly.
Moodle is preferred for the sharing of information (general instructions, provision of PPTs, lesson plans, announcements, special legislation, etc.).
Additional details will be given by the teaching team if necessary.