PrF:MVV155K The Law of US Corporations - Course Information
MVV155K The Law of US Corporations
Faculty of LawAutumn 2015
- Extent and Intensity
- 0/1. 5 credit(s). Type of Completion: k (colloquium).
- Teacher(s)
- Raymond P. Carpenter (seminar tutor), prof. JUDr. Ing. Michal Radvan, Ph.D. (deputy)
- Guaranteed by
- prof. JUDr. Ing. Michal Radvan, Ph.D.
Department of Financial Law and Economics – Faculty of Law
Contact Person: Mgr. Věra Redrupová, B.A.
Supplier department: Department of Financial Law and Economics – Faculty of Law - Timetable of Seminar Groups
- MVV155K/01: Mon 12. 10. 18:15–19:45 038, Tue 13. 10. 18:15–19:45 038, Wed 14. 10. 18:15–19:45 038, Thu 15. 10. 18:15–19:45 038, Mon 19. 10. 16:40–18:10 038, 18:15–19:45 038, Tue 20. 10. 16:40–18:10 038, 18:15–19:45 038
- Course Enrolment Limitations
- The course is only offered to the students of the study fields the course is directly associated with.
The capacity limit for the course is 30 student(s).
Current registration and enrolment status: enrolled: 0/30, only registered: 0/30 - fields of study / plans the course is directly associated with
- History of the Law and Roman Law (programme PrF, D-TPV4) (2)
- Financial Law and Financial Science (programme PrF, D-TPV4) (2)
- Financial Law and Financial Science (programme PrF, D-TPV4) (2)
- International and European Law (Eng.) (programme PrF, D-TPV4) (2)
- International and European Law (programme PrF, D-TPV4) (2)
- Private International Law (Eng.) (programme PrF, D-TPV4) (2)
- Private International Law (programme PrF, D-TPV4) (2)
- Civil Law (programme PrF, D-TPV4) (2)
- Commercial Law (programme PrF, D-TPV4) (2)
- Labour Law (programme PrF, D-TPV4) (2)
- Law Information and Communication Technologies (programme PrF, D-TPV4) (2)
- Law (programme PrF, M-PPV)
- Administrative and Environmental Law (programme PrF, D-TPV4) (2)
- Theory of Law (programme PrF, D-TPV4) (2)
- Criminal Law (programme PrF, D-TPV4) (2)
- Constitutional Law and Theory of State (programme PrF, D-TPV4) (2)
- Course objectives
- At the end of the course students should be able to
- discuss various legal formulations, their advantages and disadvantages;
- articulate which formulations would be most advantageous to the entrepreneur in a number of hypothetical business transactions;
- discuss corporate formation, the legal requirements thereof;
- elect the jurisdiction which is most advantageous for your business formulation;
- identify significant areas where American corporate law diverges for the laws of the Czech Republic;
- formulate an opinion as to why such distinctions exist;
- evaluate the most advantageous legal entity for a hypothetical client’s business transaction. - Syllabus
- CLASS ONE :
- A. CLASSIFICATION OF BUSINESS FORMS
- 1. THE SOLE PROPRIETORSHIP – The single owner of a service oriented business with no employees.
- 2. THE PARTNERSHIP - Introduction to the more formal type of business arrangement when multiple owners are contemplated and a written agreement on the sharing of profits and losses is advisable. Discuss pros and cons and contrast with the corporate form.
- 3. THE INCORPORATED LEGAL ENTITY - Corporations, Limited Liability Corporations, Business Trusts, Special Purpose entities
- B. BUSINESS, LEGAL AND LIABILITY CONSEQUENCES OF DECISION ON CHOICE OF ENTITY
- CLASS TWO:
- THE LIMITED LIABILITY CORPORATION (LLC) A HYBRID
- A. HISTORY AND NEED FOR HYBRID ENTITY
- B. PARTNERSHIP CHARACTERISTICS
- C. CORPORATE CHARACTERISTICS
- D. TAX CONSIDERATIONS
- CLASS THREE:
- TAX CONSIDERATIONS IN THE CHOICE OF BUSINESS ENTITY
- A. AVOIDING DOUBLE TAXATION
- B. LIMITATION OF EMPLOYMENT TAXES
- C. FEDERAL AND STATE TAX CONSIDERATIONS
- CLASS FOUR:
- SECURITIES AND EXCHANGE COMMISSION (SEC) – FEDERAL REGULATION OF CORPORATE ACTIVITIES
- A. SEC enforcement actions – see case review.
- B. Sarbanes – Oxley Legislation- Need for greater corporate board accountability and oversight - violations and enforcement actions
- C. Holding Management accountable for corporate activities - Shareholder rights -Shareholder derivative law suits
- CLASS FIVE:
- MANAGEMENT AND CONROL OF CORPORATIONS – CONFLICTS OF INTEREST
- A. The Duty of Care
- B. Duty of Loyalty –Sinclair Oil v. Levien
- C. Business Judgment Rule – Gall v. Van Gorkom
- CLASS SIX:
- MERGERS, ACQUISITIONS AND HOSTILE TRANSACTIONS
- A. Unocal Decision
- B. Smith v. Van Gorkom
- C. Gall v. Exxon Corp; Essex Universal v. Harris
- CLASS SEVEN:
- MERGERS, ACQUISITIONS AND HOSTILE TRANSACTIONS
- A. Hollinger v. Hollinger International, Inc
- B. Irving Bank Corp. v. Bank of New York, Inc.
- C. Ash v. McCall
- CLASS EIGHT
- CORPORATE PERSONHOOD- CORPORATION’S RIGHTS UNDER THE US CONSTITUTION INCLUDING EQUAL PROTECTION, SEARCH AND SEIZURE AND FREEDOM OF SPEECH. – Analysis of U. S. Supreme Court opinion in Citizens United litigation and the precedents overruled in the process.
- Literature
- Copies of all cases for discussion will be distributed at the class session prior to the date of discussion.
- Teaching methods
- lectures, discussions
- Assessment methods
- final paper
- Language of instruction
- English
- Further comments (probably available only in Czech)
- Study Materials
The course is taught only once.
- Enrolment Statistics (recent)
- Permalink: https://is.muni.cz/course/law/autumn2015/MVV155K