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Droit des affaires II

  • Teacher(s):   V.Junod  
  • English title: Business Law II
  • Course given in: French
  • ECTS Credits: 3 credits
  • Schedule: Spring Semester 2021-2022, 2.0h. course (weekly average)
  •  sessions
  • site web du cours course website
  • Related programmes:
    Bachelor of Science (BSc) in Management

    Bachelor (BSc) in Economic Sciences
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This course should allow you to:

  • discover how the Swiss financial system works and how it is supervised;
  • analyze the main obligations of financial market participants (e.g., banks, listed companies, auditors) and the corresponding sanctions in case of breach;
  • identify, as a future businessperson, the risks associated with financial transactions;
  • better understand your rights as a client or consumer, notably towards your bank;
  • become more comfortable with using legal tools, particularly statutes and case law;
  • develop critical thinking through the study of practical cases and recent topical issues.

Another important objective is to develop your public speaking skills by giving you the opportunity to participate in class, notably by presenting and discussing cases. Students who present a case will receive 4 bonus points at the exam (exam total: max. 80).


The main topics of the course are:

- in the introduction: a review of the fundamental rules of corporate law, particularly those governing firms' and directors' liability. We will also discuss current topics of corporate governance.

- in part II we will address the main criminal offences related to the economic sector ("white collar crime"), money laundering, duties of publicly-listed companies, takeover bids, loan contracts and guarantees.

- in part III we will focus on the actors of the financial sector in particular and discuss the role of auditors, compensation and bonuses rules, the supervisory activities of FINMA, bank liability, and banking secrecy.

A detailed plan of the 13 lectures will be made available on the course website.


The course material comprises statutes and court cases. Scholarly articles are suggested as learning support and will, from time to time, be distributed and assigned. All course materials will be made available through the course website.

Students who did not attend "Droit des affaires I" should take a quick look at its website.


This course is open to third-year bachelor students. The prerequisite courses are those followed in the first and second HEC years. However, some of the basic notions covered in these classes will be reviewed at the beginning of the semester.

Students who did not follow or do not remember those courses will find help to (re)read the course material. Course material related to "Droit des affaires I" is available on the same website.


First attempt

Written 3 hours

The exam is a multiple choice questionaire, possibly completed by short answers. Duration is 3 hours. You must have with you all statutes, cases, assigned materials and powerpoint slides. Furthermore, you may elect to come with any written documents of your choice.

During confinement, the exam will be administered through an outline platform.

Be aware that, during the exam, you will likely have very little time to refer to documents other than the statutes. Typical exam questions are regularly provided in the course slides. However, the answers to those example questions are ordinarily neither given nor analyzed during class. You may, however, discuss them with the course's assistants.

Students fulfilling the following criteria are eligible for a 4-point bonus (on a total for the written exam of max. 80 points + bonus question):

- who present before class in a satisfactory manner one of the 12 court cases (usually team presentation);

- and who regularly participate in class.


Written 3 hours

The same conditions apply for the make-up exam.

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