KPOPRI Business Law I

Faculty of Economics and Administration
Spring 2009
Extent and Intensity
0/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
JUDr. Jindřiška Šedová, CSc. (lecturer)
JUDr. Dana Šramková, Ph.D., MBA (lecturer)
Guaranteed by
prof. JUDr. Vladimír Týč, CSc.
Department of Law - Faculty of Economics and Administration
Contact Person: JUDr. Jindřiška Šedová, CSc.
Timetable of Seminar Groups
KPOPRI/01: Sat 14. 3. 12:50–15:20 P101, 12:50–15:20 P102, Sun 15. 3. 16:20–18:45 P102, 16:20–18:45 P101, J. Šedová
KPOPRI/02: Sun 8. 3. 12:50–15:20 P101, Sun 24. 5. 16:20–18:45 P101, J. Šedová
Course Enrolment Limitations
The course is only offered to the students of the study fields the course is directly associated with.
fields of study / plans the course is directly associated with
Course objectives
The main goal of this course is to acquaint the students with fundamental institutes of the business law. Introductory part deals with enactment of business, position of entrepreneur and Register of Companies. The second part focuses on types of commercial companies, particularly enactment of incorporation, creation and extinction of a commercial company is explained. The enactment of property relations in a trading company and legal status of partners is also clarified. In the third part, fundamentals of the enactment of commercial legal contractual relationship, enactment of individual types of commercial contracts and their hedging are explained.

At the end of this course students will be able:
- to explain the basic legal rules of individual forms of commercial companies;
- to analyze legal rules of ownership rights application by commercial companies partners;
- to get acquainted with problems of partner’s guarantee for company liabilities;
- to make reasoned decisions about legal claims of creditors of companies;
- to analyze risks associated with making commercial contracts;
- to understand meaning of commercial liabilities and guarantee;
- to work with basic legal documents of Business Law in order to be able to interpret and apply these documents to concrete facts from the corporate environment.
Syllabus
  • 1. Business Law (object, system, sources). General conditions for entrepreneurship and its subjects. Entrepreneurs, entrepreneurship conditions, business firm.
  • 2. Legal transactions in business activities. Foreigners' entrepreneurship. Trade and non-trade entrepreneurship. Register of Companies.
  • 3.Trading company (general form) I. Trading company characteristics. Classification of trading companies. Vote misuse in a trading company. Property relations in a trading company. Trading company stock. Fixed capital. Trading company founding and formation. Bodies of a trading company. Competition ban. Partners' rights and duties.
  • 4. Trading company (general form) II. Concept of business share and business share disposal. Ways and reasons for abolition of trading companies and partners' share in a company, partners' settlement at share cessation. Company cessation.
  • 5. Personal trading companies: Public owned corporation. P.o.c. founding and formation. Partners' rights and duties. Internal organisation of a corporation. Corporation cessation and abolition.
  • 6. Personal trading companies: Limited partnership. Limited partnership founding and formation. Partners. Partners' rights and duties. Bodies of a company. Limited partnership cessation and abolition.
  • 7. Corporate enterprises: Private limited company. Company founders, foundation of a company, nature and legal characteristics of articles of incorporation, stakes and their administration (survey), non-monetary investments and their valuation, position of a company partner, survey of their rights and duties, business share, business share disposal, settlement amount, bodies of a company, exclusion procedure, competition ban in a company, reserve fund. Company abolition and its legal consequences.
  • 8. Corporate enterprises: Joint stock company. Joint stock company definition. Concept of a stock. Types of stocks. Joint stock company founding and formation. Fixed capital, its decrease and increase. Organisation of a joint stock company. Bodies of a joint stock company. Liability of members of board of trustees and board of directors. Shareholdres' rights. Shareholders' minority rights.
  • 9.Trading company transformation: Merger. Concern law. Division of a company. Change in legal form of a company. Merger: merger through incorporation, merger through fusion, course of a merger, merger contract. Defining a concern. Actual and contractual concern. Controlling contract. Relation between a controlling and controlled subject not governed by a controlling contract.
  • 10. Trade law.
  • 11. Cooperatives. Concept and basic features of a cooperative. Cooperative founding. Articles of a cooperative. Bodies of a cooperative. Membership in a cooperative – rights and duties of members. Property relations of a cooperative. Cooperative cessation and abolition.Liability. Property liability of trading companies and partners' liability. Basic regulation of liability in business law. Liability for damages. Liability presumptions. Circumstances excluding liability. Liability on obligation.
  • 12. Introduction to Competition law. Unfair competition. Competition law. Its concept and purpose. Two branches of competition law. Brief characteristics of antitrust law. Competitive relation. Underlying market. General clause. Facts of unfair competition. Claims arisen from unfair-competition torts (a survey).
  • 13. Business commitments. General characteristics. Origin of commitments. Business-law contract, origination, changes, provision, and termination of a contract. Survey of stipulated types of business contracts.
Literature
  • 2. Šedová J. Obchodní právo I. Distanční studijní opora. ESF MU v Brně. 2005. ISBN 80-210-3331-2.
  • Švarc, Z. a kol. Základy obchodního práva. Plzeň : Vydavatelství a nakladatelství Aleš Čeněk, s.r.o., 2005, 476 s., ISBN 86898-51-2.
  • Doporučená literatura: Eliáš, K.: Akciová společnost. Systematický výklad obecného akciového práva se zřetelem k jeho reformě. Linde, Praha 2000
  • 1. Večerková, A.- Faldyna, F. - Kobliha, I.- Pokorná, J.- Vítek, J.-Tomsa, M.-Rozehnalová, N.- Balabán, P. - Pohl, T. Obchodní právo. 1. vyd. Praha: Meritum 2005. 1386 s. ISBN 80-86395-90-1.
Assessment methods
The course is carried out through distance learning. It finishes with a written exam.The students are allowed to take the final exam after they have written and handed over their seminar work which has been marked by their tutor (POT) within a set time schedule.

Tutorials are scheduled in two three-hour blocks; the content corresponds to the topics as follows:
1. tutorial: Topic 1-6
2. tutorial: Topic 7-13
Language of instruction
Czech
Follow-Up Courses
Further Comments
The course is taught annually.
The course is also listed under the following terms Spring 2002, Spring 2003, Spring 2004, Spring 2005, Spring 2006, Spring 2007, Spring 2008.
  • Enrolment Statistics (recent)
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