Supply case of the medicines for the Ministry of Health

The Restriction of Administrative Law to Corporate Transactions

Publicado em 17 Apr. 2017. Última atualização em 17 Apr. 2017
ACTIVITY DESCRIPTION

Summary: 

It is an activity that focuses on the constraints arising from the administrative law (more precisely, the subject of contracts with the government) for corporate mergers, incorporation and split. It is intended that students know identifying and implementing rules to a specific case. To this end, they face with a fictitious case involving a company that, having won bidding for supply of medicines to the Ministry of Health, sees the opportunity to merge with another company in the same industry.

Objective: 

- GENERAL GOALS: to address how the particular elements of administrative law may condition the decision-making to perform or not a corporate transaction.
- SPECIFIC GOALS: to lead students to discuss the scope and interpretation of provisions of article 78 from Law No.8,666/93, a device that deals with contract termination causes entered into with the government, together with the principles of administrative law and the characteristics of the operations equity.
- It is intended that students develop the ability to identify an appropriate general and an abstract standard for application to a specific case.

Dynamics: 

- TEACHING METHOD: simulation in which students interact with each other to play the role of representatives of a core of different interests;
- REQUIREMENTS: There was a previous required reading, which consisted of: (1) Article 78 of Law No. 8.666/93 (Bidding Law and Contracts Public Administration); (2) authored the text of the author of the narrative itself with general references to the arguments that could be raised and discussed by students (Attachment3); and (3) doctrine selected on the theme: G. Martins War & R. Monteiro de Castro, Fusion, Fission and Incorporation in the Administrative Agreement: G. Martins Guerra & R. Rocha Monteiro de Castro, Fusão, Cisão e Incorporação no Contrato Administrativo: A Restrição do Inciso VI, do Artigo 78, da Lei 8.666/93 e Suas Repercussões sobre as Liberdades Privadas do Direito Societário, in R. Rocha Monteiro de Castro & L. Santos Aragão (coordenação), Reorganização Societária, São Paulo, 2005, especialmente, pp. 200-205; M. Justen Filho, Comentários à Lei de Licitações e Contratos Administrativos, 12.ª ed., São Paulo, 2008, especialmente pp. 766-795; and J. Torres Pereira Júnior, Comentários à Lei das Licitações e Contratações da Administração Pública (Lei nº 8.666/93, with the texto of the Law nº 8.883/94), São Paulo, 1994, especially, pp. 452-473.
- There was no prior orientation to the students: they needed to know that there would be a dynamics with five groups dividing the class containing at least 3 and no more than 5 students per group;
- Each of the five groups represented a core of different interests, assuming the role of lawyers of that core. The cores were: 1) the company that held the contract with the government; 2) the company with which the contractor intended to merge; 3) the company that lost the bidding process, 4) the Ministry of Health; 5) an association of drug users distributed free by the Ministry of Health;
- INTRODUCTION TO THE DYNAMICS: in the classroom, the Professor handed a fictional narrative to the students, containing a general narrative (Attachment 1), and a specific narrative to each of the five groups (Attachment 2). It was proposed to the groups they constructed an argument about maintaining or not contracting with the government or another that would lead to another possible solution to the case. For this, the groups should be coordinated with each other, but they could not forget they defended the interests of the core that represented;
- DEVELOPMENT OF THE DYNAMICS: the professor monitored the activity and having the need for groups talk to each other, this conversation was held upon request to the monitor of the activity, so this witness was at dialogue as a spectator, without any intervention;
- END OF THE DYNAMICS: groups delivered at the end of the lesson an opinion containing a favorable argument to the interests represented. The professor commented about the activity.
- ATTENTION IN THE CLASSROOM: the class is applied in middle of the semester, when students already had a good basis for the characterization and procedure of corporate transactions.

Evaluation: 

- FEEDBACK: in the end of the activity, the professor commented on the dynamics and solutions raised by the students;
- GRADE EVALUATION: It was attributed the score from 0-10 as the opinion prepared by each group (evaluating the scope and quality of arguments) as to the observation of the group's performance in the dynamics of the professor;
- Note the activity may or may not be part of the grades given to the exercises normally applied throughout the semester.

Observation: 

Copyright from the cover page image:

Image: "Tablet pills medicine" provided by Wikimedia Commons user "Pollo" under the Creative Commons BY 3.0 license

Activity Details

Name: 

Supply case of the medicines for the Ministry of Health: The Restriction of Administrative Law to Corporate Transactions

Institution: 

FGV DIREITO SP

Concentration area: 

  • Business Law
  • Administrative Law

Discipline : 

Corporate operations – 4th or 5th years

Course: 

  • Undergraduate and Graduate Course lato sensu level

Key words: 

  • Corporate transactions
  • Fusion
  • merger and spin-off
  • Restrictions of administrative law
  • Contract termination causes to the Government
  • Article 78 of Law No. 8.666 / 93.

Number of students: 

Less than 20

Time of application: 

From 2 to 4 hours

Edition: 

Felipe Cury
Fernanda Tie Yamamoto
Guilherme Forma Klafke
Vitória Oliveira

Copyright

Licença Creative Commons
This work is licensed under a Creative Commons Atribuição-NãoComercial-CompartilhaIgual 4.0 Internacional

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