ESF:MPP_PASS Law of corporate governance - Course Information

MPP_PASS Legal aspects of corporate governance

Extent and Intensity

0/2/0. 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 of Seminar Groups

MPP_PASS/01: Wed 9:20–11:00 VT203, J. Šedová
MPP_PASS/02: Wed 11:05–12:45 VT204, J. Šedová
MPP_PASS/04: Wed 12:50–14:30 VT204, J. Šedová
MPP_PASS/05: Wed 16:20–17:55 VT204, J. Šedová

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, M-EKM)
• Business Management (programme ESF, N-EKM)

Course objectives

After finishing the course the students will be able to:

• understand the issues of corporate governance with regard to its definition, theoretical premises and basic legal 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 Code
- 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

• 1. The management of business corporations and its changes due to the recodification of private law
• • Changes in private law from 2014. Sources of private law.
• • The private rights. Legal entities. Business. Business corporations.
• • Legal framework for performance management of companies in Czech Republic
• - Models of corporate governance in the country. Code of corporate governance - the Czech Republic.
• - The legal status of statutory bodies of capital business corporations.
• - The structure of the administrative bodies of corporations - their rights and obligations.
• - Representing business corporations. Proceedings of a business corporation (invalid acts of apparent behavior).
• - Other statutory and contractual representation of business corporations.
• 2. The exercise of company secretaries
• - The rules for business executives.
• - The rules of business judgment.
• - The rules of conduct with due diligence.
• - Agreement with company secretaries.
• • Liability of company secretaries.
• • New risks of company secretaries.
• 3. The liability of capital company secretaries to respect the rules of the shares in sro and a.s.
• • Deposit liability (deposit management, responsibility for meeting the deposit requirements).
• • Participation (identification, stop, ownership, transfer, distribution share).
• • The share of the profits.
• • Settlement share.
• 4. Liability of company secretaries in the field of group relations.
• • The concept concern law in the Civil Code and the Business Corporations Act (NOZ, ZOK).
• • Consequences of influence - the responsibility of members of the body of a corporation for damage.
• • Responsibility for decisions on capital acquisition.
• 5. Responsibility for compliance with the principles of competition. Liability for breach of company secretaries of the Consumer Protection Act.
• 6. Liability of company secretaries – insolvency proceedings.
• • Legal regulation of insolvency proceedings in the Czech Republic.
• • Liability for failure to submit an insolvency petition.
• • Responsible for filing the insolvency petition.
• • Responsibility for implementation of the creditors' proposal.
• 7. 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
• 8. Responsibility of the statutory bodies of bodies in the Transformation of corporations (mainly fusion).
• • Duties of the body of a corporation to deal with due diligence.
• • Obligations of company secretaries in various stages of transformation of business company (especially to safeguard the rights of shareholders in the merger).
• • Liability of company secretaries that was a violation of his duties in the conversion of a person involved in the transformation.
• • Tax and accounting aspects of the transformation of business company.
• 9. Liability bodies business corporation in labor law.
• – Liability of employers for harm caused to an employee
• – Liability and obligations of employers.
• – Prohibition of competitive.
• 10. Responsibility for the recovery of the company disputes:
• – by means of of legal proceedings
• – foreclosures
• – public auction.
• 11.Responsibility for the application of legitimate legal claims of the company at extrajudicial solving of commercial disputes: • by arbitration
• • mediations.
• 12.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
• 2) Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1

recommended literature
• PETR, M., BERAN, J., ZAHORNADSKÁ, J., VALENTOVÁ, K., RUŽIČ, D. Osobní odpovědnost a rizika statutárních zástupců a ředitelů. Praha : FORUM s.r.o.,2014

Teaching methods

Instruction takes the form of seminars. Seminars are devoted to practical exercises issue of individual study areas. The workshops will be dealt with case studies and discuss the practical problems of application of the legislation and its implications. Selected topics will be discussed with experienced professionals on workshops. Classes will be on the computer rooms, where provided to individual students access to legal information system "ASPI" and the legal web portal (http://pravoesf.econ.muni.cz/) with interactive study texts (internet resources, links to databases in ASPI).

Assessment methods

The course is finished with a written exam. To be allowed to take the exam, the students have to attend the seminars , receive positive assessments of the case studies they work on and active participation in workshops. .

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

The course is taught annually.

Information about innovation of course.

This course has been innovated under the project "Inovace studia ekonomických disciplín v souladu s požadavky znalostní ekonomiky (CZ.1.07/2.2.00/28.0227)" which is cofinanced by the European Social Fond and the national budget of the Czech Republic.

• Enrolment Statistics (Spring 2016, recent)
  
• Permalink: https://is.muni.cz/course/econ/spring2016/MPP_PASS