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CCFT Law II
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Nyní studovatTýden 1
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Compliance and Fiduciary Law (DAF2CF02)
Guaranteed by
Course objectives
This course aims to provide general theoretical knowledge in the area of the structure and governance of legal entities and trusts, from a theoretical and comparative point of view. Attention is paid to the general concepts of fiduciary duties in legal entities and trusts (using functional approach and incl. L&E approach), and also to differences and similarities in the worlds of Corporations/Foundations/Trusts. An important role will also play the relevant case law, especially as far as the interpretation of generally defined rules (duty of care, the duty of loyalty, the duty of obedience, etc.) and development trends are concerned.
Specific focus will be on Groups (Konzern) and their (non)regulation within Europe. The course covers the current legislation (on a European level and in chosen jurisdictions) and its doctrinal substantiation. The latest trends in legal practice (compliance) will also be reflected. The guiding principle that “comparative law is not about teaching, but is about doing” and understanding will be followed.
This course aims to provide general theoretical knowledge in the area of structure and governance of legal entities and trusts, from a theoretical and comparative point of view.
The attention is paid to the general concepts of fiduciary duties in legal entities and trusts (using functional approach and incl. L&E approach), and also to differences and similarities in worlds of Corporations/Foundations/Trusts. An important role will play also relevant case law, especially as far as interpretation of generally defined rules (duty of care, the duty of loyalty, the duty of obedience, etc.) and development trends will be concerned. The specific view will be focused on Groups (Konzern) and their (non)regulation within Europe.
The course covers the current legislation (on the European level and in chosen jurisdictions) and its doctrinal substantiation. Reflected will be also the latest trends in legal practice (compliance). There will be followed the guiding principle that “comparative law is not about teaching, but is about doing” and understanding.
Study materials
Recommended Study Materials:
The Anatomy of Corporate Law: A Comparative and Functional Approach, Oxford University Press, 2017
Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, Mariana Pargendler, Wolf-Georg Ringe, and Edward Rock: in PRF MU library
The Oxford Handbook of Corporate Law and Governance - e-book in PRF MU library
Edited by Jeffrey N. Gordon and Wolf-Georg Ringe
https://www.oxfordhandbooks.com/view/10.1093/oxfordhb/9780198743682.001.0001/oxfordhb-9780198743682
Comparative Corporate Governance of Non-profit Organizations
Hopt Klaus, von Hippel, Thomas Comparative Corporate Governance of Non-profit Organizations, Cambridge University Press, 2010.
OECD Corporate Governance Principles:
https://www.oecd.org/daf/ca/Corporate-Governance-Principles-ENG.pdf
Swiss Foundation code 2015:
Other study materials:
The essential role of organizational law - https://papers.ssrn.com/sol3/
Convergence and Persistence in Corporate Law and Governance - https://papers.ssrn.com/sol3/
Theory of the Firm: Managerial Behavior, Agency Costs, and Ownership Structure - https://papers.ssrn.com/sol3/
Assessment Methods
Targeted discussion about the recommended literature focusing on specific issues relevant to the student's doctoral thesis.
Syllabus
- Concept/Theory of corporate/foundation governance
- Concept of fiduciary law
- Role of good governance (best practices) in Compliance structures
- Fiduciary law in Law of Trusts
- Law of Groups