Direito Empresarial, Societário, Títulos de Crédito e Contratos Empresariais AULA 2 QUARTA, PELA m

Introduction to the Session

Welcome and Profile Pictures

• The session begins with a welcome message on February 4, 2026, marking the second meeting of the course.

• Students are encouraged to upload profile pictures to facilitate networking and connection among peers. This is emphasized as an important step in building relationships during their studies.

First-Time Attendees

• The instructor asks who is attending for the first time and encourages new students to identify themselves in the chat. This helps create a welcoming environment for newcomers.

• Specific mentions of new students, Mateus Gomes Fernandes and Ana Carolina Rocha da Silva, are made, extending a warm welcome to them.

Course Overview

Instructor Introduction

• Professor Dalzimadrade introduces himself as having ten years of experience teaching business law at UNFTC and expresses his willingness to assist students with any questions they may have after class.

Class Structure

• The professor outlines that there will be a moment at the end of each class dedicated to addressing student queries or clarifications regarding materials discussed during the session. This approach aims to ensure all students feel supported in their learning journey.

Recap of Previous Meeting

Connection Between Classes

• A recap of the previous meeting is provided, highlighting its importance in connecting past discussions with current topics being covered in class. The initial session included an introduction to the course structure and content overview through active methodologies like Word Cloud exercises.

Course Content Outline

• Key topics from the syllabus (PEA) were introduced, including:

• Business Law I focuses on corporate law, credit titles, and business contracts.

• Business Law II covers bankruptcy law and industrial property rights related to trademarks and patents.

Detailed Course Topics

Breakdown of Business Law I

• The course will cover:

• Theory of Companies: Understanding what constitutes a business entity.

• Corporate Structures: Classification and structuring of different types of companies.

• Credit Titles: Discussion on legal documents necessary for exercising rights within commercial transactions.

• Business Contracts: Examination of various typical contracts such as fiduciary alienation, leasing agreements, franchising, sales contracts, etc., which are essential components within business law practices.

Additional Resources

• Bibliography for both basic and supplementary readings was mentioned along with evaluation criteria consisting of points allocated for learning assessments versus other obligations throughout the course duration. Materials are available on Blackboard for student access.

Overview of Class Structure and Attendance

Class Accessibility and Material Availability

• Students can attend the class live without needing to take screenshots or record, as materials are posted on Blackboard for download.

• The instructor aims to reduce student anxiety by ensuring access to all materials, allowing students to study at their convenience.

Attendance and Participation Clarifications

• Initial greetings during class are not for attendance purposes; they serve to foster interaction with students.

• Attendance is tracked through a virtual report generated by the platform, which records entry and exit times of participants.

Recording and Reviewing Classes

• Classes are recorded for those who may miss them; however, students should still attend live sessions as recordings are supplementary resources.

• There is a 30-day window for uploading recorded classes onto Blackboard due to processing time required for multiple classes.

Interaction During Live Sessions

• While presenting slides in full screen, the instructor may not see chat messages immediately but will address questions at the end of the session.

• Students can reach out via Blackboard or email (dfandrade@tc.edu.br) for any clarifications needed outside of class time.

Introduction to Historical Context in Commercial Law

Understanding Terminology in Commercial Law

• The course will explore historical nuances related to commercial law terminology, specifically differentiating between "direito comercial" (commercial law) and "direito empresarial" (business law).

• A brief overview indicates that differences stem from various theories adopted over time regarding commerce and business practices.

Key Concepts in Commercial Law Evolution

• The terms used reflect different legal frameworks that have evolved alongside corporate structures throughout history.

The Evolution of Commercial Law in Brazil

Theories of Business Law

• The discussion begins with the introduction of the "theory of the company" or "Italian theory," which originated in Italy and was adopted in Brazil through the Brazilian Civil Code (Law 10.406/22).

• The speaker emphasizes that the Brazilian Civil Code is extensive, containing over 2,000 articles, making it one of the largest legal codes in Brazil.

• A notable point is made about an article at the end of the Civil Code that explicitly revokes parts of the Commercial Code from 1850, indicating a significant shift in legal frameworks.

Historical Context

• The previous Commercial Code from 1850 had three parts; its first part was revoked by the Civil Code of 2002, which significantly altered commercial law.

• Only two sections remain from the old code: one addressing maritime law and another concerning bankruptcies and insolvencies.

Bankruptcy Terminology

• The speaker expresses surprise at discovering historical references to bankruptcy ("quebras") within the old Commercial Code, which have since evolved into modern terms like "falência" (bankruptcy).

• It is noted that terminology has shifted due to new laws such as Law 11.108/2005, which replaced older terms like "concordata" with more contemporary language regarding financial recovery.

Cultural Interpretations

• The term "quebrado" (broken), used colloquially to describe being out of money or exhausted, illustrates how language evolves alongside legal terminology.

• Different interpretations exist for being "quebrado," ranging from physical exhaustion to financial distress, showcasing regional variations in language use across Brazil.

Legal Language and Usage

• There’s a distinction between using “direito comercial” (commercial law) versus “direito empresarial” (business law), reflecting personal preference rather than strict correctness within legal discourse.

• Understanding these terminological choices is crucial for clarity in communication among legal professionals; mixing terms without understanding their implications can lead to confusion.

Practical Examples

• An anecdote about a large advertisement for a law office highlights potential issues with marketing practices under legal regulations and serves as an example of how commercial practices are perceived publicly.

Understanding Legal Specializations

The Complexity of Legal Disciplines

• The speaker discusses the broad range of legal fields, including traditional areas like criminal law, civil law, labor law, and newer fields such as environmental and tax law.

• A humorous analogy is made about a person compiling all subjects from a law school curriculum onto a large sign to display outside their office.

• The speaker highlights the confusion between commercial law and business law, suggesting that the individual did not understand the distinction between these two terms.

• Emphasizes that it would have been more prudent for the professional to choose one term (preferably "business law") rather than both to avoid confusion among clients.

• The speaker compares this situation to a healthcare professional claiming expertise in every medical specialty, indicating that being overly generalized can lead to distrust.

Communication Strategy in Law Practice

• Discusses how an overwhelming display of specialties may deter potential clients who might perceive it as unprofessional or desperate.

• Suggests that while it's acceptable for lawyers to work across various areas initially due to financial pressures, they should avoid broadcasting this on signage.

• Advises against showcasing excessive specializations publicly; instead, focus on building expertise gradually through partnerships and continuous learning.

Historical Context of Commercial Law

• Introduces the historical roots of commercial activity dating back to ancient civilizations like the Phoenicians around 4300–3500 BC.

• Notes that during this period there was no formal codification or specific legislation governing commerce; laws were still nascent and scattered.

• Mentions early differentiation in legal areas within ancient Rome, where private and public laws began taking shape for better understanding.

Educational Framework in Law

• Explains how legal education often categorizes disciplines into public and private sectors for easier comprehension by students.

• Highlights key branches under public law (constitutional, tax, financial, administrative), focusing on public interest versus private interests in civil and business contexts.

Understanding Public Interest and Administrative Law

The Role of Public Agents in Administrative Law

• Public agents are bound by legal obligations to act in accordance with the law, ensuring accountability for their actions.

• Failure to fulfill these obligations can lead to legal repercussions for public agents, emphasizing the importance of adherence to established regulations.

Distinction Between Linked and Discretionary Acts

• In administrative law, there is a clear distinction between linked acts (mandatory actions) and discretionary acts (actions based on judgment).

• Unlike private law, where individuals have more freedom in decision-making, administrative law requires strict compliance with regulations.

Historical Context of Commercial Law Development

• The emergence of commercial law as an independent branch occurred between the 5th and 15th centuries during the Middle Ages.

• This period marked a shift towards recognizing distinct areas of law such as civil, commercial, and penal laws.

Economic Evolution and Legal Autonomy

• The evolution of economic activities during the mercantile renaissance necessitated a legal framework that could protect new forms of commerce.

• As society evolved from feudal structures, there was a need for specific legal principles tailored to emerging economic practices.

Societal Stratification Influencing Legal Norms

• During feudal times, societal norms were heavily influenced by local customs and moral standards dictated by nobility.

• The stratification included peasants at the base producing wealth while nobility managed territorial expansion and clergy focused on spiritual matters.

Understanding Bourgeois Identity Through Historical Lens

• The concept of "bourgeois" emerged historically associated with wealth accumulation among merchants during significant economic shifts.

• Personal anecdotes illustrate how societal perceptions around wealth shaped understanding of class distinctions within communities.

Mercantilism's Impact on State Intervention

• The rise of mercantilism led states like Portugal and Spain to adopt protectionist policies aimed at bolstering national economies.

• This shift represented a departure from passive state roles towards active engagement in regulating economic activities.

Economic Power and State Autonomy

The Relationship Between Economic and Political Power

• The speaker discusses the fluidity of economic agents circulating wealth, indicating a loss of control over their domain.

• There is an acknowledgment that economic power closely aligns with political power, leading to a diminished capacity for state management.

State Proactivity and Strengthening Measures

• The need for states to act proactively is emphasized as they seek to strengthen their national identity and governance capabilities.

• Financial disunity within the state is highlighted, noting the lack of political cohesion which hampers financial unification.

Historical Context of Monetary Systems

• A comparison is made between historical monetary systems and modern Europe’s single currency, illustrating skepticism about such unification in the past.

• The speaker reflects on how many once doubted the feasibility of a unified currency among diverse European nations, yet it has become a reality.

Current Trends in Colonialism

• Discussion includes ongoing colonial territories still under foreign sovereignty, revealing that colonization remains relevant today.

• Reference to a magazine article showcasing existing colonies worldwide indicates continued colonial influence by countries like France and England.

Tariff Barriers and Economic Strategies

• States are creating tariff barriers to protect local economies while promoting exports as part of their strengthening strategies.

• Clarification on terminology: tariffs are distinguished from taxes; tariffs involve optional payments while taxes are mandatory.

Understanding Trade Barriers and Protectionism

The Role of Customs in Trade

• Discussion on the challenges faced in trade, particularly how they act as barriers to the entry or exit of goods.

• Explanation of customs as a state administrative mechanism for regulating and monitoring all items entering or leaving a territory, including people and vehicles.

Fiscal Mechanisms in Import and Export

• Overview of fiscal mechanisms that support customs control, highlighting federal taxes like import and export duties.

• Mention of various legal possibilities (up to seven) that can arise from the act of importing, indicating complexity in taxation.

Protectionism: Historical Context

• Insight into protectionist measures taken by countries to shield local economies from foreign competition while promoting exports through subsidies.

• Discussion on how nations justify these measures as necessary for protecting local industries and ensuring economic growth.

Economic Implications of Import vs. Export

• Analysis of how cheaper imports can undermine local businesses by diverting wealth away from domestic markets.

• Emphasis on historical trends where countries have consistently sought to limit imports while encouraging exports to bolster their economies.

The Evolution of Trade Practices

Early Theories: Corporations of Craft

• Introduction to the first theory regarding trade practices known as "corporations de oficio," which focused on skilled trades during medieval times.

Structure within Craft Corporations

• Description of how craft corporations were formed based on shared skills, emphasizing a subjective criterion for membership.

Historical Examples and Regulations

• Anecdote about specific craft corporations such as chimney sweeps, illustrating the historical context and societal roles within these groups.

Membership Restrictions

• Explanation that individuals had to join these corporations to legally practice their trades; otherwise, they risked penalties for operating outside regulations.

This structured summary captures key insights from the transcript while providing timestamps for easy reference.

Economic Activity and Corporations

The Role of Craft Corporations in Economic Production

• Craft corporations, such as those for shoemakers, enable increased production capacity and competition among members, leading to greater economic output.

• Higher production volumes allow corporations to purchase raw materials in bulk, which facilitates better pricing negotiations and cost reductions.

• Cost savings from raw materials lead to increased shoe production diversity (various fabrics, colors, sizes), expanding the consumer base and boosting revenue.

• Increased revenue combined with reduced expenses results in higher profits for the corporation's members.

Legal Framework and Norm Creation

• During this period, state intervention was minimal; corporations created their own legal norms based on local customs rather than formal state laws.

• The term "pseudo-systematization" describes these informal legal norms that lacked the authority of state-enforced regulations.

• This led to a reliance on customary law or "informalism," where legal practices were dictated by local traditions rather than codified statutes.

Objective vs. Subjective Elements of Customary Law

• Customary law is influenced by both objective elements (repeated behaviors across generations) and subjective elements (individual moral judgments).

• Objective elements involve the replication of behaviors observed within families or communities over time.

• Subjective elements pertain to personal beliefs about what is considered just or ethical at any given moment.

Social Norm Formation Among Merchants

• Merchant associations established social norms that governed commercial relationships based on shared interests among members of a corporation.

• These norms provided a legal framework for transactions conducted by merchants affiliated with specific corporations.

Emergence of Early Financial Instruments

• The introduction of financial instruments like promissory notes marked significant developments in trade practices during this era.

• The "letter of exchange" emerged as an early form of credit document essential for facilitating payments between parties involved in commerce.

• Understanding titles of credit involves recognizing key roles: drawer, beneficiary, and drawee—each playing distinct parts in financial transactions.

Evolution of Business Structures

• Early business structures required multiple individuals to form partnerships; however, modern adaptations now allow single-person limited liability companies.

Understanding Business Contracts and Insurance

Overview of Business Contracts

• The discussion introduces business contracts, specifically focusing on the category of commercial contracts, with an emphasis on insurance contracts as a significant type within this framework.

The Nature of Insurance Contracts

• Insurance is described as a contract that individuals enter into to protect against potential losses, often for items they have invested significant time and resources in acquiring.

• Individuals fear losing valuable possessions (like cars or homes) due to theft or damage, leading them to seek insurance to mitigate financial loss from such events.

Psychological Aspects of Insurance

• The speaker highlights the psychological motivations behind purchasing insurance—primarily driven by the fear of loss rather than the expectation of needing it.

• People typically do not want to experience negative events (e.g., accidents or disasters), which reinforces their decision to purchase insurance despite not wanting to utilize it.

Insights from Daniel Kahneman's Work

• Reference is made to Daniel Kahneman’s book "Thinking, Fast and Slow," which explores human behavior through scientific research rather than anecdotal evidence.

• Kahneman, a Nobel Prize-winning psychologist, conducted extensive studies revealing how people perceive loss versus gain, particularly in relation to ownership and emotional responses.

Loss Aversion Theory

• The concept of loss aversion is introduced: losing something already owned causes more distress than failing to gain something that was never possessed.

• An example illustrates that losing $500 feels worse emotionally than missing out on winning $500 in a lottery; this reflects our stronger attachment to what we own compared to potential gains.

Implications for Legal Practice

• Kahneman's findings are linked back to legal practice, suggesting that understanding these psychological biases can inform lawyers' approaches when dealing with clients and cases involving property rights and damages.

• The discussion emphasizes how these insights can help legal professionals navigate client emotions related to ownership and loss during litigation processes.

Understanding Subconscious Communication

Insights on Subconscious Awareness

• Discussion on the subconscious mind and its influence on conscious perception, highlighting that certain insights may not be immediately visible to us.

• Mention of applying concepts from communication and neuromarketing, suggesting their relevance beyond traditional legal contexts.

Upcoming Theoretical Discussions

• Introduction to the next topic: the theory of commercial acts, also known as the French or Napoleonic theory, indicating a shift in focus for future sessions.

Class Logistics and Engagement

Class Schedule and Attendance

• Confirmation that classes will continue normally despite upcoming events like Carnival, ensuring students are aware of ongoing commitments.

• Clarification regarding attendance tracking; no roll call is taken during class. Instead, attendance is monitored through platform-generated logs showing entry and exit times.

Student Interaction

• Acknowledgment of student inquiries about attendance frequency and reassurance that participation is recorded automatically by the platform.

Community Building Among Students

Group Collaboration

• Encouragement for students to share WhatsApp group links for better communication among peers, fostering a sense of community within the course.

Closing Remarks

• Final thoughts expressed with gratitude towards students for their engagement, wishing them well until the next class session.