ESF:MKP_PASS Law of corporate governance - Course Information

MKP_PASS Legal aspects of corporate governance

Extent and Intensity

0/0/12. 4 credit(s). Type of Completion: zk (examination).

Teacher(s)

JUDr. Jindřiška Šedová, CSc. (lecturer)

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

Sat 3. 3. 12:50–16:15 P106, Sat 24. 3. 12:50–16:15 P106, Sat 12. 5. 12:50–16:15 P106

Prerequisites

The course requires basic knowledge and skills in the areas of:
- theory of law,
- legal regulation of companies,
- obligations in enterprise.
This knowledge can be acquired in the following courses: Introduction to Law, Business Law 1 and Civil Law.

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

• Business Management (programme ESF, N-EKM)

Course objectives

The aim of the subject is:

- Introduce the basic legal framework of corporate governance from the point of view of the new Civil Code and the Law on Commercial Corporations
- to clarify the duties of the members of the statutory bodies of commercial corporations to perform the duties of the manager and the accountable person
- to become acquainted with the basic principles of legal liability of members of statutory bodies for non-fulfillment of fundamental obligations and its consequences.

Learning outcomes

After finishing the course the students will be able to:

• understand the issues of corporate governance with regard to its definition, theoretical premises, basic tools.

• recognise the basic models of corporate governance (dualistic and monistic) and their advantages and disadvantages.

• define the basic duties of company secretaries and interpret the legal institute of "due managerial care".

• formulate the basic principles of company secretaries' liability for failure to fulfil basic duties and its consequences:
- liability for damage according to the Civil and Commercial Codes
- liability for damage arising from company reorganization
- liability for damage connected with insolvency proceedings
- criminal liability of company secretaries
- employer's liability of company secretaries

• understand the importance of company management liability insurance for damage arising from its activities.

Syllabus

• I. Corporate governance
• • Definition, historical development,
• • The reform of corporate governance,
• • Models of corporate governance,
• • Dualistic model, monistic model - USA,
• • Model of corporate governance in the Czech Republic.
• The code of corporate governance – Czech Republic
• • Legal framework of corporate governance implementation in the Czech Republic,
• • Structure of administrative bodies - their rights and obligations,
• • Institutions concerned with corporate governance in the Czech Republic.
• II. Liability of company secretaries
• • Source of duties of company secretaries,
• • Due managerial care and the responsibility for it,
• • Types of liability of company secretaries,
• • Liability of company secretaries according to the Commercial Code
• – The source of obligation of company secretaries to compensate for damage
• – Conditions necessary for liability for damage to arise
• – Circumstances ruling out liability for damage, limited liability, absolving of liability
• – Manner and extent of compensation
• • Damage arising from unlawful use of a company,
• • Damage arising from unfair competition practices,
• • Damage arising from invalidity of a legal act,
• • Damage arising from failure to meet pre-contractual obligations (culpa in contrahendo),
• • Damage arising from breaching the obligation not to disclose information received during contract negotiations,
• • Damage arising from breaching obligations in corporate and cooperative relations.
• III. Liability of company secretaries – insolvency proceedings.
• – Legal regulation of insolvency proceedings in the Czech Republic – obligations/rights of company secretaries
• – Bankruptcy, ways of handling it
• – Claims of creditors asserted in insolvency proceedings – obligations of company secretaries
• IV. Criminal liability of company secretaries.
• – Criminal liability of legal entities
• – Nature of criminal liability
• – Compliance programs and criminal law
• – Possible offences of company secretaries
• – Typical illegal behaviour of company secretaries
• – Causing harm to consumers
• – Breach of obligation in bankruptcy proceedings
• – Breach of compulsory rules of business transactions
• – Misuse of information in business transactions
• – Infringement of copyright, rights related to copyright and database rights
• – Endangering public safety
• – Breach of obligation in trust management
• V. Liability of company secretaries - company reorganization
• – Liability of company secretaries for damage caused in the course of company reorganization
• VI. Liability of employers and their obligations (JUDr. Mervartová)
• – Liability of employers for harm caused to an employee
• – Liability and obligations of employers
• VII. Insurance of liability of company secretaries for damage caused by their activities in office
• – The specifics of insurance of liability for damage
• – Management liability insurance – basic problems
• – Standard exclusions from management liability insurance.

Literature

required literature
• Šedová, J. Studijní text “Právní aspekty správy obchodních společností”. Terminálový server ESF MU (Návod na připojení na terminálový server je uveden zde: http://www.econ.muni.cz/studenti/cikt/navody-nastaveni/terminalovy-server-aspi nebo http://www

recommended literature
• • 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.
• 2) Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1

Teaching methods

Tutorials are shceduled in two three-hour blocks; the content corresponds to the topics as follows:
1. tutorial: Topic 1.-4.
2. tutorial: Topic 5.-7.

Assessment methods

The course finished with a written test. The minimal points required to pass the test is 60 per cent. Semester requirements: elaboration of the POT, which is classified as well (passed/failed).
Requirements (including the literature) are further specified in the interactive scheme of the course in the IS MU. as well (passed/failed).

Caution: Any cheating or attempts at cheating during the exam (using cheat sheets or other forbidden materials, copying from a neighbour or allowing a neighbour to copy, taking tests out of the exam room etc.) or behaviour endangering the objectivity of an exam will be deemed a failure to meet the requirements for obtaining credit, resulting in an "F" evaluation in the Information System.

Language of instruction

Czech

Further comments (probably available only in Czech)

The course is taught annually.
Information on the extent and intensity of the course: 12 hodin tutoriálu.

• Enrolment Statistics (Spring 2018, recent)
  
• Permalink: https://is.muni.cz/course/econ/spring2018/MKP_PASS