Business & Corporate Law

What you will learn

• Explain the general principles of commercial law and the legal capacity of persons, which varies from state to state.
• Compare the common law and the civil law, and explain stare decisis and the formal sources of each system.
• Explain what the Uniform Commercial Code is, why it is not a federal law and what it governs; and the role of the Federal Trade Commission.
• Distinguish the most common business structures and the doctrine of separate legal personality, with its exception: piercing the corporate veil.
• Explain the formation, performance, breach and remedies of a contract under the common law and the UCC.
• Recognize the rules on negotiable instruments, e-commerce and electronic signatures.
• Identify the anti-money laundering rules and the principles of federal bankruptcy law.
• Research a topic with up-to-date primary sources and interpret them with the canons of construction.
• Write and orally defend a research paper of at least 20 pages in APA format.

Before you start

No prior training in U.S. commercial law is needed. It helps to have taken American Law, to read Spanish comfortably, to work with legal vocabulary in English and to use Word, because the final paper is submitted in APA format.

Syllabus

Tap each week to see its topics.

1. Week 1General principles of commercial law

   Persons and their legal capacity. Reading the topics for the final paper.

2. Week 2Common law, civil law and the U.S. legal system

   Stare decisis, the formal sources of each system, and federal and state law. The paper topic is submitted.

3. Week 3The Uniform Commercial Code and the Federal Trade Commission

   Why the UCC is not federal law and what it governs; the FTC and antitrust law.

4. Week 4Business structures

   The sole proprietorship, partnerships, the LLC and the corporation; why so many companies choose Delaware.

5. Week 5Separate legal personality and the corporate veil

   When courts hold shareholders and directors liable; the grandfather clause.

6. Week 6Contracts I: formation

   Offer, acceptance and consideration; UCC Article 2 and international sales.

7. Week 7Contracts II: performance, breach and remedies

   Remedies, unconscionable clauses, contract fraud and non-compete clauses.

8. Week 8Negotiable instruments and e-commerce

   The check, the promissory note and the bill of exchange; electronic signatures under the E-SIGN Act and UETA.

9. Week 9Money laundering

   The crime, the Bank Secrecy Act and FinCEN.

10. Week 10Federal bankruptcy law

    Chapters 7, 11 and 13. The final paper is due.

11. Week 11Oral presentations, first group

    Up to 10 minutes per paper, with questions from the professor and classmates.

12. Week 12Oral presentations, second group

    Up to 10 minutes per paper, with questions from the professor and classmates.

Materials

• The material for each class, which the professor emails before the session.
• Recommended: Carlos E. Díaz Olivo, Corporaciones: Tratado sobre derecho corporativo, 2nd edition (AlmaForte, 2018).
• Recommended: Rafael Soltero Peralta and Jorge J. Oppenheimer Méndez, Derecho mercantil, 7th edition (Publicaciones Puertorriqueñas).
• Recommended: Jorge M. Farinacci Fernós, Hermenéutica puertorriqueña: Cánones de interpretación jurídica (InterJuris, 2019).
• A good legal dictionary and a legal research platform; the free one the professor uses is Cornell's Legal Information Institute.

How you are assessed

The grade comes entirely from the final research paper: its content, its compliance with the format and the oral presentation. The paper is individual, at least 20 pages in APA format, on a course-related topic approved by the professor; you may compare with the law of your country, as long as the focus is U.S. law. At the start of the course you receive the full instructions and the weight of each part.

When you pass the course, you receive a NAFA certificate of completion.