ESF:MPP_OPVZ Business Law incl. Trade Law - Course Information

MPP_OPVZ Business Law including Trade Law

Extent and Intensity

1/1. 4 credit(s). Type of Completion: zk (examination).

Teacher(s)

JUDr. Ing. Kristýna Fronc Chalupecká, Ph.D. (lecturer)
JUDr. Ing. Kristýna Fronc Chalupecká, Ph.D. (seminar tutor)
JUDr. Jindřiška Šedová, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)

Guaranteed by

JUDr. Jindřiška Šedová, CSc.
Department of Law – Faculty of Economics and Administration
Contact Person: JUDr. Jindřiška Šedová, CSc.
Supplier department: Department of Law – Faculty of Economics and Administration

Prerequisites

! PPOPZ Business Law including Trade Law
The course builds on the basic knowledge and skills in the area:
- teory of the law
- corporate economics.
Students get the knowledge in the Basic Law course and the Corporate Economics.

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

• Culture Management (programme FF, N-OT)

Course objectives

The main goal of this course is to acquaint students with fundamental institutes of the business law. Introductory part deals with enactment of business, position of entrepreneur and business register. The second part focuses on types of commercial companies; emphasis is put on enactment of incorporation, creation and extinction of a commercial company. The enactment of property relations of a company and legal status of partners are also clarified. A special attention is paid to the trade law. 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;
be able to analyze legal rules of ownership rights application by commercial companies’ partners;
have acquired basic knowledge of problems of partner’s guarantee for company liabilities;
to make reasoned decisions about legal claims of creditors of companies;
be able to analyze risks associated with making commercial contracts;
understand meaning of commercial liabilities and guarantee;
be able 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

• One topic per week
• 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.
• 6. 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.
• 7.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.
• 8.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. Trade law. Trade licence, trade craft.
• 10. Trade law. Consumer protection.
• 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.
• Topics of the seminars:
• 1. Introductory seminar. Information about the way of work and exam passing conditions. Using of law information systems in the entrepreneurial practice – examples.
• 2. Companies register. Start and procedure of acting. Registration, registered data – examples.
• 3. Business agency. Statutory body of the trading company, course of acting for the trading company and its legal obligation. Action of the confidential clerk – examples. Check test.
• 4. Incorporation. Forms of trading companies and their advantages and disadvantages. Necessary documents for incorporation. Founding contract, partnership contract of trading company.
• 5. General assembly of joint stock company. Constitution of general assembly and participation in it. Convention of a general assembly. Creation of a list of present shareholders. Competency of general assembly. Consequences of general assembly decisions. Extraordinary general assembly – examples.
• 6. Transparency of company. Purchase of share of stocks of a joint stock company. Information about company whose stocks we are going to buy. Information obligation of issuers of a security.
• 7. Alternate date for a check test.

Literature

required literature
• Šedová J. Studijní texty „Obchodní právo včetně živnostenského1“. ESF 2012. Portál výuky právních předmětů ESF: Webová adresa: pravoesf.econ.muni.cz. Oprávnění ke vstupu do webové aplikace je k dispozici ve Stud. materiálech předmětu v IS ESF
• Švarc a kol.: „Základy obchodního práva“, Vydavatelství Čeněk, Plzeň 2011, ISBN 978-80-7380-322-3

recommended literature
• Večerková, A. - Faldyna, F. - Kobliha, I. - Pokorná, J. - Vítek, J. - Tomsa, M. - Rozehnalová, N. - Balabán, P. - Pohl, T. Obchodní právo. 2. vyd. Praha: Meritum 2010. 1208 s. ISBN 978-80-7357-577-9
• Zákon č. 513/1991 Sb., obchodní zákoník, v pozdějším
• Zákon č. 455/1991 Sb., o živnostenském podnikání

Teaching methods

Lectures, practical examples, discussion of solved cases, argumentation.

Assessment methods

The course finishes with a written exam. Students are allowed to take the final exam after the following criteria have been met: assigned seminar attendance, passing a check test.
The final mark consists of two parts: final written examination (80%) + check test (20%).

Language of instruction

Czech

Further comments (probably available only in Czech)

The course is taught annually.
The course is taught: every other week.
General note: Nezapisují si studenti, kteří absolvovali předmět PPOPZ.

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 2014, recent)
  
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