BPP_OPR1 Corporate Law

Faculty of Economics and Administration
Spring 2024
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
Mgr. Ing. Ondřej Špetík, Ph.D. (lecturer)
Mgr. Ing. Petra Dvořáková, Ph.D. (seminar tutor)
Mgr. Ing. Filip Hampl, Ph.D., LL.M. (seminar tutor)
Guaranteed by
Mgr. Ing. Filip Hampl, Ph.D., LL.M.
Division of Legal Education – Faculty of Economics and Administration
Contact Person: Lenka Hráčková
Supplier department: Division of Legal Education – Faculty of Economics and Administration
Timetable
Mon 19. 2. 16:00–17:50 P103, Mon 26. 2. 16:00–17:50 P103, Mon 4. 3. 16:00–17:50 P103, Mon 11. 3. 16:00–17:50 P103, Mon 18. 3. 16:00–17:50 P103, Mon 25. 3. 16:00–17:50 P103
  • Timetable of Seminar Groups:
BPP_OPR1/01: Tue 10:00–11:50 VT202, except Tue 2. 4., P. Dvořáková
BPP_OPR1/02: Tue 12:00–13:50 VT202, except Tue 2. 4., F. Hampl
BPP_OPR1/03: Tue 14:00–15:50 VT202, except Tue 2. 4., F. Hampl
Prerequisites
The course assumes legal knowledge within the scope of the course BPP_ZAPR Introduction to Law or BKP_ZAPR Introduction to Law and basic economic knowledge related to asset and capital structure, financial reports, and business financing within the scope of the course BPF_ZAFI Basic Finance or BKF_ZAFI Basic Finance. The necessary knowledge for completing the course can also be obtained through self-study of the assigned materials in the interactive syllabus available in the MUNI Information System.
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
Course objectives
The course focuses on corporate law and also covers relevant aspects of securities law and insolvency law. The course aims to acquaint students with the legal regulation and the fundamentals of business corporations, the regulation of property relations, the mechanism of internal organisation, and the legal status of members (partners, shareholders), members of elected bodies, representatives, and creditors of business corporations. Students will be introduced to individual types of business corporations in the economic context; legal regulation of their establishment, incorporation, dissolution, and termination; liquidation procedure; insolvency resolution methods; issued securities; concern; and employment relationships between business corporations and their employees.
Learning outcomes
After completing the course, the student should be able to do the following:
1. work with private law legal regulations and related public law regulations and interpret and apply them to business environment cases by using relevant case law;
2. explain and, in economic contexts, analyse the legal rules of individual forms of business corporations, distinguish various types of business corporations, and understand the possibilities of contractual arrangements;
3. discuss the rights and obligations of corporate members (partners, shareholders) associated with a business share and the consequences of member liability for debts;
4. understand the internal mechanism of business corporations, obligations of members of elected bodies, and the consequences of violating these obligations;
5. understand the representation of business corporations (agency relationship) and make qualified decisions on legal claims of creditors;
6. identify and address basic problems from the perspective of shareholders, members of elected bodies, and creditors of a business corporation; and
7. define basic concepts and institutes of insolvency law and methods for resolving the insolvency of business corporations.
Syllabus
  • Self-study before the start of the course
  • - Law as a normative system. Basic legal concepts and legal institutes. System of law (legal norms, legal regulations, legal institute, legal branches, legal order, legal principles). Division of law (substantive and procedural law, private and public law). The relationship between national law and European Union law (law harmonisation and unification).
  • - Private law. Basic principles of private law. The Civil Code as the essential private law code and its association with other private law regulations. Juridical acts and their requirements. Persons in a legal sense – natural and legal persons. Legal personality and legal capacity. Concept of legal responsibility.
  • Lectures
  • 1. Introduction to the law of legal entities and corporate law. The architecture of legal regulation. Overview of various types of business corporations and their characteristics. Principles of partnerships and capital companies. Concern.
  • 2. Business corporations from the perspective of members. Qualitative and quantitative aspects of business shares. Types of business shares. Disposal of business shares. Termination of members’ participation in a business corporation.
  • 3. Business corporations from the perspective of members of the statutory body. The principal–agent problem. Requirements and preconditions for the execution of the function of a member of the statutory body, remuneration, and clawback. Rules of conduct for members of a body. Instructions regarding the management of the business. Conflict of interest. Managers’ fiduciary duty.
  • 4. Business corporations from the perspective of third parties (business partners, creditors, investors). Representation of a business corporation. Overview of violations of the rules of the market economy.
  • 5. Establishment, incorporation, dissolution, and termination of a business corporation. Preparatory phase, drafting of a memorandum of association, registration in the Commercial Register. Dissolution with/without liquidation – liquidation purpose, person and legal status of the liquidator, liquidation estate, liquidation balance. Liquidator obligations.
  • 6. Insolvency of a business corporation and methods of its resolution (insolvency law). Bankruptcy and imminent bankruptcy of a business corporation. Insolvency proceedings. Insolvency Register.
  • 7. Business corporations as employers – labour law context of business corporation operations. Agreement and termination of employment, rights and obligations of employee and employer (business corporation). Unfair and wrongful dismissal, consequences, remedies.
  • Seminars
  • 1. Introductory seminar. Definition of entrepreneur and related terms (corporate name, business enterprise). The legal status of the entrepreneur. Importance of public registers and other public lists of businesses. Search for and interpretation of publicly available data on business entities.
  • 2. Definition and types of business corporations. Business corporations in the system of legal entities regulated by the Civil Code. Definition of basic concepts in corporate law, a business corporation’s ‘life cycle’, and concerns.
  • 3. Business corporations from the perspective of members (partners, shareholders), Part I. Business share, rights, and obligations of members, business share size. Consequences of breach of obligations associated with business share.
  • 4. Business corporations from the perspective of members (partners, shareholders), Part II. Calculation of share of profit and share of the corporation’s other resources, balance sheet tests, insolvency test. Business share disposal. Case studies.
  • 5. Business corporations from the perspective of members (partners, shareholders), Part III. Business share represented by securities (common certificates, shares). Definition of securities and book-entry securities, classification of securities, immobilisation of securities, transfer of a security. Mid-term assessment.
  • 6. Business corporations from the perspective of members of the elected body. The internal structure of the business corporation (supreme, statutory, and supervisory body). Rules governing the conduct of members of the elected body – due care rules, prohibition of competition, conflict of interest rules. Responsibility and liability of members of the elected body for violations of obligations. Case studies.
  • 7. Business corporations from the perspective of third parties - acting on behalf of a business corporation (representation, agency law). Legal, contractual, and sui generis representation of a business corporation. Consequences of exceeding the representative’s authority. An agent without authorisation. Acting as a corporate agent and the head of a registered branch. Case studies.
  • 8. Partnerships. Characteristics and specifics of unlimited and limited partnerships. The legal status and liability of partners. Public law context of partnerships. Case studies.
  • 9. Capital companies: limited-liability company – complex case study I. Discussion on the choice of business legal form; comparison of self-employed persons, partnerships, and capital companies. Setting parameters for establishing a limited-liability company (registered capital, contributions, business share types, size of business shares, disposal of business shares). Public law aspects associated with the incorporation of a company.
  • 10. Capital companies: limited-liability company – complex case study II. Company bodies (general meeting – convening, proceedings, voting and decision-making per rollam; statutory body; supervisory board). Financing of business corporation focused on increasing the registered capital, additional payment obligations, and silent partnerships.
  • 11. Capital companies: limited-liability company – complex case study III. Member’s right to profit share and settlement share. Dissolution, liquidation, and termination of the business corporation. Liquidation purpose, liquidator, liquidation estate, liquidation balance.
  • 12.Capital companies: joint-stock company. Articles of association and parameters of the joint-stock company. Share types (common and preferred shares), shareholders’ rights, own shares, convertible and preferred bonds. Rights of qualified shareholders. Squeeze-out in joint-stock companies. Differences between limited-liability and joint-stock companies.
  • Students of this course will use the services at the web portal www.pravoesf.econ.muni.cz and the ASPI legal information system, which is accessible in computer classrooms at ECON MUNI and via the Orion terminal server at remote desktops. The instructions for connecting are available on the main website ECON MUNI.
  • Interactive study materials are available for students in BPP_OPR1 Corporate Law; these materials are available at pravoesf.econ.muni.cz. Business Law and Corporate Law study materials are intended for self-study and preparation for seminars.
Literature
    required literature
  • ŠTENGLOVÁ, Ivana, Jan DĚDIČ and Miloš TOMSA. Základy obchodního práva : vysokoškolská učebnice. 2. aktualizované a rozší. Praha: Leges, 2019, 475 stran. ISBN 9788075023148. info
    recommended literature
  • RUBAN, Radek, Jaromír KOŽIAK and Zdeněk HOUDEK. Cvičebnice korporátního práva. 1. vyd. Brno: Masarykova univerzita, 2018, 205 pp. Učebnice č. 541. ISBN 978-80-210-9004-0. info
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lectures, seminars, case studies, discussion, self-study of assigned literature during a semester, work with legal regulations, judicial documents and public registers.
Assessment methods
A written exam concludes the course. The requirements to sit for the exam are (i) seminar attendance (max. 3 unexcused absences), (ii) passing the mid-term assessment, and (iii) active participation in the form of presentations of assigned tasks and participation in discussion during the semester (min. 6 points). To complete the course, students must obtain at least 60 points in total from the exam (max. 80 points) and the mid-term assessment (max. 20 points). When achieving the minimum of 60 points, points obtained for active participation in seminars during the semester (min. 6 points) are also included in the final evaluation.

The exact requirements for completing the course also apply to students studying abroad (e.g. Erasmus) with an individual study plan, except for the compulsory attendance (alternative assignment is provided instead). More information on the alternative assignment is given in the interactive syllabus of the course. Students are required to contact the guarantor in the first teaching week of the semester and arrange the deadlines for fulfilling the assignment.

Caution: Any copying, recording, or leaking of the exam; use of unauthorised tools, aids, or communication devices; or other disruptions of the objectivity of exams (credit tests) will be considered noncompliance with the conditions for course completion as well as a severe violation of the scholastic rules. A student found in violation will have a grade of ‘F’ recorded in the Information System, and the Dean will initiate disciplinary proceedings that may result in suspension or expulsion. The aforementioned disciplinary procedure relates to all the activities comprising the final evaluation of the course.
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
Study Materials
The course is taught annually.
General note: Předpokládají se znalosti z předmětu Základy práva.
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2025.
  • Enrolment Statistics (Spring 2024, recent)
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