Business Law

Summary: 1. Introduction .- 2. Comments .- 3. Conclusions .-

1. PRESENTATION

With the growth of investment, economy, advances in science and the development of law, comes a new specialty of law to which corporate law is called, which is not located in one branch of law, ie , is not located only in public law, private law, nor exclusively in the social right, but is at all, and not related to areas of law but the covers. Corporate law has been little studied together writers, which is seen in the sources of information, noting that if there are many sources of information on the various branches of business law, but few especially corporate law, stating that not all issues of corporate law are issues that belong to the branches that are part of corporate law, but there are issues that are part of corporate law only, as the sale of businesses, subject to which we refer in this paper, using for this purpose the teaching of foreign law. Making a study of Peruvian law will reach the conclusion that the only rules governing the buying and selling Peruvian companies are tax rules.

The trading companies are not regulated in corporate law, but only in the tax law and business reorganization, ie the right to tax the transfer of companies is a form of reorganization of enterprises. The sale of companies is a topic that has not been studied by the writers, ie, there are no sources of information dealing with the sale of companies, an issue of particular importance within the business law.

In this paper briefly defines corporate law, which has not received publications by writers. Taking this into account as part of business law. The record that this area of ​​law there is no national information sources nor foreign news sources.

In this paper we develop briefly some notions of some branches of business law, noting that corporate law is characterized by cover several areas of law, as well as covers the commercial law company law, exchange law, securities law and primarily bankruptcy law, as well as procedural law covering civil procedural law, criminal procedural law, labor procedural law, constitutional procedural law and bankruptcy law.

In this paper briefly develops economic law that would apparently be the same as corporate law, which is not successful, because they are two areas of law with different field of study.

In this paper we refer briefly to the supervisory authorities, the subject of which there is little literature.

This paper discusses some definitions of the modern business contracts, which are of particular importance in contract law and also within the business law.

In this paper briefly refers to the labor law of contracts subject to grouping form and defining all contracts subject to special conditions.

Also in this paper we bring together all types of companies and securities.

However, it is necessary to mention that apparently the branch of corporate law is the most important corporate law.

This paper aims to bring all branches of law and areas that are part of corporate law, such as commercial law, corporate law, the right exchange, the securities law, insolvency law, labor law, tax law , civil procedural law, cooperative law, banking law, regulatory agencies, securities, modern business contracts, criminal law of the company, economic constitutional law, among other fields and areas of law. This reference to the Peruvian positive law, to that end we hope to be able to fulfill the purpose of this research that aims to bring together all sectors and areas of business law but this applies to Peruvian law.

No doubt the branch of law that is more difficult to study and investigate the tax law, because there are many rules of tax law, in addition to many changes in that sense there are lawyers dedicated solely to the study of tax law to which are called tax lawyer.

Then he sees the need to have a Company Code to reduce information costs, and reduce transaction costs.

The oldest rule of corporate law in Peru is the Peruvian Commercial Code of 1902, which is the Code that best approximates a Company Code.

It also refers to corporate law is almost entirely right uncoded exception to the rules contained in the Code of Commerce of Peru in 1902 and Peru in the Tax Code of 1999.

Within the study of business law deserves special importance is the study of the company.

Ripert considers corporate law as a right fragmentary, ie business law considered as unfinished or incomplete.

The great difficulty in the study of corporate law is that information sources are scarce.

They are also particularly important business cooperation contracts, among which are: the consortium agreement, the joint venture and the joint venture. For some authors, the new law regulates the overall joint venture company with the name of the consortium. Business cooperation contracts have the same advantages that the merger, other than to carry a single accounting, because in business cooperation contracts each company and the consortium continues to carry their own accounts. That is, if two companies enter into a consortium agreement each company continues to carry its own accounting, which does not occur when companies merge that when societies are merging one accounting.

Mergers also important that in some cases able to eliminate competition or increase achieved in markets which may place the product or services of the company. Another advantage of fusion is that saves companies that are in an unfavorable economic situation. The capital accumulated from fusion of several companies into one company with the same name as before the merger there are at least two companies. The merger has no tax advantages unless of cause it to take a single accounting rather than several accounts, so if you happen to escición, where there are tax advantages when you split the company or legal person, such societies result may be longer in the General Income Tax but in the Special Income Tax regime, which is easier to tax and which does not take a full accounting. The merger also has the advantage of reducing production costs that the scale of production is on a larger scale, ie manufacturing costs are lower when the scale of production is higher, and that production costs are fixed costs not increase when the scale of production is higher.

It is necessary to mention that the splitting and merging legal concepts are not exclusive of legal persons, but also can merge or split irregular societies.

The merger and division are not exclusive figures of legal persons of private law but also those legal concepts can be applied to legal persons under public law. That is, split and merge can also be legal persons under public law, as can merge and split the ministries of different states, as can merge and split the autonomous entities.

Peruvian positive law defines the fusion and cleavage. That is, the new law defines both general corporate legal concepts which are particularly prominent in the name of the company, the corporate aspect and the aspect of taxation. The merging and splitting are important in the name of the company or companies that the name of a company is that companies will finally merge when and when they split, ie when merging is of vital importance choice of the name of society, so does that same society that is split in such a case the resulting company will have the name you choose, can any of the companies resulting from continuing the name of the company being divided.

In corporate law is especially important on securities law, which can be seen in greater detail the separation between the administration of the corporation and the right of ownership of the company, ie, in securities law can be seen in greater detail the role that partners renters, who are not interested usually in control of the company, but make a profit for the shares they acquire. In the right market can be seen more clearly big business meeting, noting that the capital market allows the concentration of the same. In the capital market is also seen as varying the owners of the company without the control of the company vary, and without the development of the company vary.

2. COMMENTS

Corporate law () () () () () is an area () of the right that every day is becoming more important and deserves a detailed study, however, is to be noted that few authors engaged he business law covering the entire or more accurately are few authors who engage in it writing mostly corporate law (), but the authors usually devoted to the study of business law study only one of its different branches, this sense, some authors only devoted to the study of tax law or labor law or corporate law () (). That is, all branches of law which encompasses corporate law, to state that are usually studied by the writers individually.

Corporate law includes several branches () the right () as the tax law () and labor law, however it is necessary to take into account also covers the branch of commercial law (), which covers the following areas of law: the right cartular or exchange law (), corporate law, bankruptcy law () and securities law () main (). Of all the branches of business law branches are more developed are the tax law (), labor law () (), corporate law (), the right cartular () or exchange law, and recently is being developed bankruptcy law (). The securities law is not well developed, however, it is necessary to take into account that the Peruvian government has developed almost exclusively as legislation.

Therefore it is necessary to clarify that corporate law is an area or branch of law that is characterized by comprising several branches () on the right. What also happens branches of law and procedural law (covering mainly civil procedural law and criminal procedural law) and commercial law (covering primarily corporate law, the right to exchange or cartular law, insolvency law and the right stock), however, is to be noted that not all branches of the right or areas of law can be broken down into other areas of law such as corporate law, the exchange law, civil procedure law, not divided down into other areas of law.

A feature of corporate law is that like their commercial law rules are not grouped into a rule of positive (), but in several norms of positive law. However, this does not occur in all areas of law such as the rules of constitutional law are clustered mainly in the Peruvian Constitution of 1993.

The fact that the Peruvian state there is no single standard to apply hinders its implementation by the operators, so it would be desirable that the main rules are grouped into a single standard that could be called Code () Company ( ). The fact that there a single standard or standards groups all the main rules of corporate law would reduce the transaction costs that reduce information costs. The record that information costs are part of transaction costs. The rule is closest to a Company Code is the Code of Commerce () () () () () in the Peruvian case dates from 1902, but many of its rules are repealed because they occurred on decoding of the Code. However, at some point in the Code, that is, when was in effect fully () covered several areas of law, as in this Code governing bodies of law such as corporate law, exchange law or right and the right cartular bankruptcies that we now know as insolvency law (bankruptcy in the Commercial Code is substantially different than the General Law of Insolvency), noting that these areas of law are at present the technique of special laws, the branches of the law are regulated by the General Corporation Law, Securities Law and the General Law on Bankruptcy System.

In addition to the aforementioned branches of law, to state that is also part of cooperative law business law (), because the employer can be a cooperative exercise business.

Another important branch of law is the right bank () that also covers corporate law banking law, as the business can be exercised to constitute a Company's Financial System.

Also part of the business law customs law () and industrial law () ().

Another issue that deserves prominence within the business law is the industrial property and competition law, in which special importance deserves Indecopi.

Within the industrial property is vital to take into account patents and trademarks (). William Cabanellas defines industrial trademarks or distinctive as the signal that the manufacturer makes the characteristic products of their industry (). The Dictionary of the Spanish language by the Spanish Royal Academy defines the brand as a logo or sign that the manufacturer makes the products of their industry, and the use of which belongs exclusively. Article 128 of the Industrial Property Act contained in Legislative Decree 823 states that mark means any sign that serves to differentiate in the market of products and services of a person of the products or services of another person. May be registered as trade marks signs that are perceptible, sufficiently distinctive and susceptible of graphic representation, including the following:

a) real or forged words or combinations of words, including those used to identify people.

b) images, figures, symbols, graphics, logos and sounds.

c) letters, numbers, color combination.

d) The three-dimensional forms including wrappers, containers, unusual shape of the product or presentation.

e) Any combination of the signs or means, without limitation, mentioned in the preceding paragraphs.

Article 22 of the same rule states that grant patents for inventions, whether products or processes in all fields of technology, provided they are new, involve an inventive step and are susceptible of industrial application. Patent means the title by which the State grants the exclusive right to exploit the holder of an invention within the country. The Dictionary of the Spanish language by the Spanish Royal Academy defines a patent as the document that officially granted the privilege of invention and industrial property than the documents.

It is also vitally important within the business law insurance law. To William Cabanellas insurance is an aleatory contract by which one person (the insurer) agrees to indemnify the danger of another (the insured) to suffer, or pay a certain sum to it himself or a third party (the beneficiary) in event happening or not happening of the event in question, on payment of a premium in any case. For Sánchez Román insurance is a contract, consensual, bilateral, onerous and random, by which one party (insurer) agrees to indemnify another (insured) of harmful or harmful result that certain risks, from accident, are exposed to things and people can cause by price, premium or other amount that must be met under this guarantee. The same author states that the Spanish legislature to define the insurance contract does not take into account life insurance (). The insurance policy is the document containing the insurance contract.

One area of ​​business law acquires special importance are the guarantees, which is an area of ​​law covers several areas of law.

When studying corporate law is also necessary to consider the supervisory bodies (), which are: OSIPTEL SUNASS, OSINERG and OSITRAN (). OSIPTEL (Supervisory Agency for Private Investment in Telecommunications) was established by Legislative Decree 702 as a public body responsible for ensuring the quality and efficiency of the telecommunications service provided to the user and protect the market for public telecommunications services of anti- free and fair competition. The SUNASS (National Superintendence of Sanitation Services) was created by Decree Law 25965 to propose standards for the provision of sanitation services, oversee the delivery of them, evaluate the performance of the entities that provide, promote the development of these entities and to apply sanctions. OSINERG (Supervising Agency for Investment in Energy) was created as a public body to oversee and monitor compliance with the laws and techniques related to the sub sectors of electricity and hydrocarbons, as well as compliance with legal and technical , relating to conservation and environmental protection in the development of such activities. The OSITRAN (Supervising Agency for Investment in Infrastructure Public Transport) was established as a public body responsible for regulating, regulate and monitor the contracts for the operation of transport infrastructure for public use.

First, regulatory agencies were created as public entities belonging to the industry in which economic activity was centered regulated. OSIPTEL was created as an entity belonging to the Ministry of Transport and Communications. SUNASS was created as an entity belonging to the Ministry of the Presidency. OSINERG was created as an entity belonging to the Ministry of Energy and Mines. The OSITRAN was created as an entity belonging to the Ministry of Transport and Communications. Subsequently, four supervisors were assigned to the Ministry of Economy and finally found attached to the Presidency of the Council of Ministers. Being of special importance the law 27332 which contains the Framework Law on Regulators of Private Investment in Public Services which established inter alia that regulators have internal public law personality, and have administrative, functional, technical, economic and financial. Richard Martin said:? Others claim that there are issues of Regulatory Law, as a new legal branch in charge of studying the phenomenon of state intervention in the economy in a free market framework. Nothing further from reality?. The same author states that it has identified three major characteristics of the regulation notes: a) The ownership of the regulated industry remains in private hands.

b) Its principle objective is not to replace the market or logic, but to correct their failures. c) It is a highly specialized and technical. The same author states that economic regulation is associated with state intervention in economic activity sectors in which there are no conditions of effective competition or where there are conditions for the development of it. The same author states that the regulation is not therefore a substitute for competition, as has been said once, it is a tool for facilitating it. Echaíz Daniel Moreno believes that regulators are also in the Peruvian Central Reserve Bank (BCR), the National Supervisory Commission of Companies and Securities (CONASEV), the Superintendency of Banking and Insurance (SBS) and the National Defense Intellectual Property (INDECOPI). The same author states: BCR is the function of regulating the currency and financial system credit and the amount of money, CONASEV regulates the stock market and the activities linked to it, such as mutual funds and funds Mutual, the SBS is responsible for monitoring and supervision of financial and insurance companies, and the INDECOPI regulates market access, market exit and market competition, among others.

Corporate law is an area of ​​law is just beginning to be developed a few years ago, so this area of ​​law is not very old and not a whole lot is developed by writers, but has been developed by the writers by separately. That is, in our country there are not many books in which every right to study business, but there are books of tax law, labor law, corporate law, law cartular or exchange law and bankruptcy law, among other books written on branches of business law.

Business law is also known as business law, however, the best known name is that of corporate law (), and when compared to commercial law, commercial law is most studied by legal scholars . Therefore it is necessary to specify that at present there are almost no authors who are dedicated to the study of the whole commercial, but rather there are authors who are dedicated to the study of parts or branches of commercial law and corporate law, the cartular right or exchange law, insolvency law and securities law. Trade law is also known as business law ().

Corporate law because of its complexity is difficult to be defined, in this sense we have only had it two definitions of corporate law is the definition made by Miguel Angel Rivera and Teresa Linares Jesus Seijas Rengifo. The first of these authors define corporate law as part of private law that covers all the legal rules employers and all acts arising in the course of business and / or economic. The second author is Teresa Rengifo Seijas corporate law defines that part of legal science that studies the phenomenon of corporate, business and economic activity, from a multidisciplinary perspective, also precise cross so that transfers the legal system, be it civil, labor, administrative, etc.., to propose a unitary treatment of the concept. That is, few authors define corporate law, however, it is necessary to state that corporate law is not located in private law but is made up of branches are located in the public law, private law and in the social right (). What if there are definitions of commercial law ().

However, we can define the business law as the area of ​​law governing business activity, noting that corporate law is broader than commercial law, commercial law that does not include branches of the law if it covers corporate law as tax law and labor law () and commercial law that is part of business law. Within the positive law corporate law is the set of rules governing business activity. For some authors, commercial law is similar to business law including commercial law in defining it seems that corporate law is defined, making it necessary to clarify that corporate law does not have the same field of study of commercial law, that commercial law has a more limited field of study that the field of study of business law.

Comparing commercial law and corporate law can determine that commercial law has a history more remote and more authors are devoted to the study of business law that authors devoted to the study of business law. It is also necessary to specify that corporate law is a broad area of ​​law that commercial law ().

To understand the importance of corporate law is important to understand that the law is not only a set of rules that apply regardless of the economic implications, and also the positive law of a State should encourage economic agents to invest if the positive law prevents investments are made positive law must be modified or replaced, in this sense the Securities Act which has made is to reduce information costs and in this sense, transaction costs () are reduced because now it is easier to implement all securities and that have been grouped into a single standard first law repealing Peruvian securities.

As regards companies, to state that at some point the Corporations Act did not regulate civil society, as these companies were regulated by the Peruvian Civil Code 1936 (), however, this no longer occurs at that all societies are regulated by the General Corporation Law. That is, having been repealed in 1936 Peruvian Civil Code, with regard to civil society that has happened has been a decode () () of the Code in question, which is abrogated ().

It is necessary to note that the legislation was grouped into a single standard was in effect when the entire Peruvian Commercial Code of 1902, but this is no longer true that the legislation has evolved and now the legislation is scattered, and in that time was not studied branches of commercial law, but is studying business law as a single body of law as seen in the national bibliography and foreign literature. This is not to say that legislation is the right evolves over uncoded and codified law has not changed, because in the Peruvian case in private law () () civil law is a codified law the right if has evolved ().

In regard to the Code of Commerce of Peru, 1902 (which is the second Peruvian Commercial Code) is to be noted that for processing source was taken as the Spanish Commercial Code, and for the development of the first Peruvian Commercial Code took as source the first Spanish Commercial Code () ().

As regards tax law, to state that deserves special importance to the Tax Code approved by Supreme Decree 135-99-EF, published on August 19, 1999 and the law under the national tax system () contained in the D. Leg. 771 published on December 31, 1993, which are grouped all the tributes that have effect in the Peruvian State.

In labor is necessary to clarify that the legislation is widely dispersed so that some writers study on the need for a Labour Code. That is, in the Peruvian labor law there is no rule that groups all labor standards, which if it occurs in other branches of law such as corporate law in which societies are governed by the General Corporation Law. However, it should be noted that labor law is a more complex area of ​​law to be regulated. In some states, the Labor Code. Peruvian positive law () never existed Labor Code ().

Regarding the standard for bankruptcy is the General Law of Insolvency (), which regulates all aspects related to bankruptcy and bankruptcy for the record that is one of the most recent standards in the business law.











































































3. CONCLUSIONS