Droit des sociétés et des associations

The course focuses on companies, associations and foundations regulated by the Belgian Code on Companies and Associations (the "Code"). Particular attention will be paid to public limited liability companies, private limited liability companies and cooperative societies because of their greater frequency and importance in business life. The course will examine all aspects of companies, associations and foundations, from incorporation to dissolution, including securities (for companies) and functioning. It will also address the essential elements of financial law that are essential for company law.
 

The course aims to provide students with the necessary foundations, both theoretical and practical, to master the mechanisms of company, association and foundation law. To this end, it is necessary not only to know the general principles, legal standards and principles of corporate governance and social responsibility, as interpreted by case law, but above all to understand their raison d'être and their economic stakes and to be able to apply them. This mastery is essential for any lawyer, whatever his or her function and specialty: he or she is always likely to have to deal with a company, an association or a foundation at one time or another.

Required and Corequired knowledge and skills

Law of obligations.

The course is given in a mixed form, which mixes lectures with the support of slides, discussion of deeds of companies, associations and foundations and press articles, and the participation of students in the form of quizzes (Wooclap). 
The course is not recorded.
The syllabus, published by PUB and available on the UV, includes the course material and a brief bibliography. 
The slides will be posted on the UV.
The course will be illustrated by the commentary of deeds and press articles, also available on the UV. They are of great importance for the understanding of the course.
One or more quizzes will be organized during each class after the part of the lecture to which they refer. No prior preparation (other than the proper completion of the oral course) is required to complete the quizzes, which are based on the presentations that preceded them. 
Students will be able to use the Code and the syllabus. The tests will check whether students have understood the principles, or whether the material needs to be reviewed. However, the students' attention is drawn to the limitation of the quiz method: it is a learning aid and not a test of mastery of the subject. In particular, it does not allow students to check whether they have understood the rationale for the rule applied or whether they are able to clearly explain the solution to a third party. Knowledge of the answers to all the quizzes does not necessarily equate to mastery of the subject, and the final exam will in principle not be organized in this form. The quizzes will be available on Wooclap (access code indicated on the slides).
It follows that attendance at the courses is strongly recommended.

References, bibliography, and recommended reading

Students are invited to bring an up-to-date Code on Companies and Associations (as published by a publishing house or printed by the student, it being understood that an edition that is not up to date may be supplemented by the printing of the statutes that amended it).

The Code (and, where appropriate, printouts of legislation) may be used for examination, provided that they do not contain any handwritten annotations (the indication of numbers and in particular the reference to the numbers of articles of the Code is however authorised).

Other course materials (syllabus, slides, proceedings, press articles, etc.) cannot be used for the exam.

Course notes

• Syllabus
• Université virtuelle

Additional information

The use of generative artificial intelligence (IA) tools is permitted for practical work under the conditions specified by Article 40 of the General Regulations for the writing of dissertations and master theses.
It is strictly forbidden in the final exam and would constitute a very serious case of fraud. 

Contacts

valerie.simonart@ulb.be

Campus

Solbosch

Method(s) of evaluation

• Practice work
• written examination

Practice work

written examination

In principle, a final written exam.
However, if the number of students makes it impossible to correct written exams within the allotted time, or if the health situation does not allow the organization of a face-to-face exam in acceptable conditions, it could be a MCQ, a MAQ or questions witth fill-in the gaps. Under these conditions, the exact methods will be communicated in a timely manner.

Mark calculation method (including weighting of intermediary marks)

The total final mark will be out of 20 and will include up to one quarter of the practical work mark (reduced to 5) and three quarters of the mark for the exam (reduced to 15). For students who can claim an exemption from practical work, the final grade will correspond to the exam grade. Exemptions from practical work are only granted by the Law School in accordance with the terms and within the time limits indicated by the Law School.

In the event of failure of the exam in the first session, the practical work grade awarded in the first semester will also apply to the final grade of the second session. In other words, there is no second session or other way of making up for the practical work grade awarded in the first term. Thus, in the event of absence from the practical work (without a valid exemption), the mark of 0 out of 5 will be integrated into the final mark in both the first and second sessions.

Language(s) of evaluation

• french