ESF:BPP_OPR1 Business Law 1 - Course Information

BPP_OPR1 Business Law 1

Extent and Intensity

1/2/0. 4 credit(s). Type of Completion: zk (examination).

Teacher(s)

prof. JUDr. Jarmila Pokorná, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
Mgr. Ing. Martin Štěrba (seminar tutor)

Guaranteed by

JUDr. Jindřiška Šedová, CSc.
Department of Law – Faculty of Economics and Administration
Contact Person: Lenka Hráčková
Supplier department: Department of Law – Faculty of Economics and Administration

Timetable of Seminar Groups

BPP_OPR1/01: Tue 9:20–11:00 VT203, J. Šedová, M. Štěrba
BPP_OPR1/02: Tue 11:05–12:45 VT203, J. Šedová, M. Štěrba
BPP_OPR1/03: Tue 12:50–14:30 VT203, J. Šedová
BPP_OPR1/04: Tue 14:35–16:15 VT203, J. Šedová, M. Štěrba

Prerequisites

The course builds on the basic knowledge and skills in the area of:
- theory of law,
- basics of private law (New Civil Code),
- company organization.
Students get the above mentioned knowledge in the following courses: Introduction to Law and Corporate Economics.

Course Enrolment Limitations

The course is also offered to the students of the fields other than those the course is directly associated with.

fields of study / plans the course is directly associated with

there are 10 fields of study the course is directly associated with, display

Course objectives

The main goal of this course is to acquaint the students with fundamental changes in the area of private law resulting from the adoption of the new Civil Code. Attention will be focused on the systematization of the new legal regulation of legal entities and their classification, which is the legal fundament for the regulation of business corporations and entrepreneurship within the Act on Business Corporations. The introductory part of the course deals with changes in private law introduced by the new Civil Code. The second part focuses on the issues of general regulation of the corporations within the new Civil Code, especially on the legal entities, their actions, enterpreneurship, legal status of an entrepeneur and the commercial register. The third part is focused on general regulation of business corporations according to the Act on Business Corporations and their classification. Other two parts comprises comparisons of individual types of business corporations, particularly the following issues are clarified: regulation of founding, establishment and dissolution of a business corporation, regulation of property relations in a trading company, and legal status of partners. The sixth part focuses on business corporation transformations to different legal forms and the law of corporate groups. During the final part of the course basic ways of handling bankruptcy of a business corporation are explained.

Learning outcomes

At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation partners;
- to get acquainted with problems of partner’s guarantee for company liabilities;
- to make reasoned decisions about legal claims of creditors of companies;
- to work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.

Syllabus

• Lectures:
• 1. Business Corporations I.
• - General regulation of business corporations according to the Act on Business Corporations.
• - Classification of business corporations.
• 2. Business Corporations II.
• Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
• - preconditions for creation of business corporations;
• - property owned by corporation (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
• - vital preconditions for creation and incorporation of a business corporation, compulsory bodies and their power;
• - dissolution, extinction of a corporation; dissolution of a corporation with liquidation, dissolution of a corporation without liquidation.
• 3. Business Corporations III
• Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
• - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
• - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
• - members´ liability, property liability of a business organization.
• 4. Conversion of business organization.
• - Company division.
• - Change in a legal form of a company.
• - Merger.
• - Holding company.
• 5. Bankruptcy and manners of its resolution.
• Seminars:
• 1. Introductory part where students get acquainted with the organization of the course and study materials within the Masaryk University Information System.
• - Principles of work with legal texts and instructions of how to work with the ASPI system.
• 2. Sources of private law - new Civil Code, Act on Business Corporations. Transformation Act. Insolvency Act.
• - New Civil Code - principles, mandatory x directory rules, legal acts, invalidity of legal acts. Practicing basic terminology, importance of public registers for entreprising, and looking up the information in registers on the internet.
• - Work with the ASPI system.
• 3. Practicing basic private law terminology with the help of the ASPI system.
• - Legal entities according to the new Civil Code, classification of legal entities, corporations, business corporations.
• - In-term test no. 1.
• 4. Importance of public registers for entreprising and looking up the information in registers on the internet. Introduction to the Commercial Register and related legal regulation (looking up information in the Commercial Register: full and brief data output and its informative character, Collection of documents, preconditions of an entry in the Commercial Register, forms).
• 5. Creation and incorporation of a business corporation. Founding legal acts. Statutes. Corporate bodies. Contributions and registered capital. Acting on behalf of a business corporation prior to its creation.
• - Case study - creation of a capital business corporation (founding acts, statutes, registered capital, contribution, share, members´ liability for obligations of the company, compulsory bodies of the company, reserve fund, persons in charge of decision of how the profit is to be distributed).
• 6. Share in a capital business corporation. Stocks - shareholders´ rights and obligations. Corporate bonds. Equity certificate - rights and obligations of a memeber of a limited liability company. Definintion, transfers and pledge of securities in general + special regulation of stock and equity certificate.
• - In-term test no. 2.
• 7. Acting on behalf of a company. Extent and possible restrictions of acting on behalf of a company. Statutory bodies of companies.
• - Members´ and statutory bodies´ liability for obligations of the company.
• - General meeting (convenening of general meeting, proceedings of general meetings, participation in general meetings, voting at general meetings).
• - Who in the company makes the decision of how the profit is to be distributed?
• 8. Liquidation of a business corporation.
• (Purpose of liquidation, liquidator, collegiate body - group of liquidators, liquidation assets, liquidation balance, liquidator´s obligations after removal of a business corporation from the Commercial Register).
• 9. Insolvent business corporations. Introduction to insolvency register and related legal regulation.
• (looking up information in the insolvency register, documents and acts publicly available via insolvency register and related legal regulation).
• - In-term test no. 3.
• 10. Conversion of business organisations. (Forms of business organisation´s conversion. Merger).
• - Law of corporate groups (Influence, control, corporate groups. Indemnification for a detriment as a result of influence).
• 11. Contract law after recodification I.
• 12. Contract law after recodification II.
• 13. Evaluation of the seminar classes. Re-take of the in-term test + alternative date of in-term tests.
• Students of this course use the services of the following web portal www.pravoesf.cz during the classes. This portal is an outcome of an Education for Competitiveness Operational Programme project called Innovation of law education within the study fields of Finance and Financial Managment at the Faculty of Economics and Administration, Masaryk University, project identification: CZ.1.07/2.2.00/15.0189.
• Interatctive study materials were created for the purpose of education within the course Business Law 1. These materials can be found at the web portal pravoesf.econ.muni.cz. Business Law 1 and orporate Law study materials are designated for self-study and for preparation for seminars. Please, pay attention also to the study materials of the courses Introduction to Law and European Law. There are basic legal concepts explained in the above mentioned study materials and the knowledge of these concepts is assumed for understanding the issues of the course Busines Law 1. In case of your interest in more detailed information, use the service of legal information system (ASPI) accessible from the computer laboratories and the library of Faculty of Economics and Administration. In these cases, the access to the the ASPI system is enabled by clicking on the ASPI icon on the desktop of the computer. Since the autumn semester of 2013, any student of the Faculty of Economics and Administration can also use the possibility of remotely accessing the ASPI. In that case, the ASPI is accessible via the internet from a remote desktop. Detailed description of how to login is posted on the main website of the Faculty of Economics and Administration.

Literature

required literature
• Šedová, J. Studijní texty „Korporátní právo“. ESF MU. Portál výuky právních předmětů ESF: Webová adresa: http://pravoesf.econ.muni.cz/. Informace o přístupových právech k webové aplikaci jsou zveřejněny v IS/Studijní materiály předmětu/Učební texty/.
• 1. Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1

recommended literature
• 1. Bělohlávek, A. a kol. Komentář k zákonu o obchodních korporacích. Vprvní. Plzeň: Vydavatelství a nakladatelství Aleš Čeněk, s. r. o., 2013. ISBN 978-80-7380-451-0.
• Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
• Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění

Teaching methods

Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studies are a part of seminars.

Assessment methods

The course finishes with a written exam. Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars and passing of a check test.
Caution: "Any copying, recording or leaking tests, use of unauthorized tools, aids and communication devices, or other disruptions of objectivity of exams (credit tests) will be considered non-compliance with the conditions for course completion as well as a severe violation of the study rules. Consequently, the teacher will finish the exam (credit test) by awarding grade "F" in the Information System, and the Dean will initiate disciplinary proceedings that may result in study termination."

Language of instruction

Czech

Follow-Up Courses

• PPPAFI Law and Finance

Further comments (probably available only in Czech)

The course is taught annually.
General note: Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).

• Enrolment Statistics (Spring 2017, recent)
  
• Permalink: https://is.muni.cz/course/econ/spring2017/BPP_OPR1