BPP_OPR1 Corporate Law

Faculty of Economics and Administration
Spring 2025
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
In-person direct teaching
Teacher(s)
Mgr. Ing. Petra Dvořáková, Ph.D. (lecturer)
Mgr. Ing. Filip Hampl, Ph.D., LL.M. (lecturer)
Mgr. Ing. Ondřej Špetík, Ph.D. (lecturer)
Guaranteed by
Mgr. Ing. Filip Hampl, Ph.D., LL.M.
Division of Legal Education – Faculty of Economics and Administration
Contact Person: Lenka Hráčková
Supplier department: Division of Legal Education – Faculty of Economics and Administration
Prerequisites
The course assumes legal knowledge within the scope of the course BPP_ZAPR Introduction to Law or BKP_ZAPR Introduction to Law and basic economic knowledge related to asset and capital structure, financial reports, and business financing within the scope of the course BPF_ZAFI Basic Finance or BKF_ZAFI Basic Finance. The necessary knowledge for completing the course can also be obtained through self-study of the assigned materials in the interactive syllabus available in the MUNI Information System.
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
there are 16 fields of study the course is directly associated with, display
Course objectives
The course focuses on corporate law and also covers relevant aspects of securities law and insolvency law. The course aims to acquaint students with the legal regulation and the fundamentals of business corporations, the regulation of property relations, the mechanism of internal organisation, and the legal status of members (partners, shareholders), members of elected bodies, representatives, and creditors of business corporations. Students will be introduced to individual types of business corporations in the economic context; legal regulation of their establishment, incorporation, dissolution, and termination; liquidation procedure; insolvency resolution methods; issued securities; concern; and employment relationships between business corporations and their employees.
Learning outcomes
After completing the course, the student should be able to do the following:
1. work with private law legal regulations and related public law regulations and interpret and apply them to business environment cases by using relevant case law;
2. explain and, in economic contexts, analyse the legal rules of individual forms of business corporations, distinguish various types of business corporations, and understand the possibilities of contractual arrangements;
3. discuss the rights and obligations of corporate members (partners, shareholders) associated with a business share and the consequences of member liability for debts;
4. understand the internal mechanism of business corporations, obligations of members of elected bodies, and the consequences of violating these obligations;
5. understand the representation of business corporations (agency relationship) and make qualified decisions on legal claims of creditors;
6. identify and address basic problems from the perspective of shareholders, members of elected bodies, and creditors of a business corporation; and
7. define basic concepts and institutes of insolvency law and methods for resolving the insolvency of business corporations.
Syllabus
  • Self-study before the start of the course
  • - Law as a normative system. Basic legal concepts and legal institutes. System of law (legal norms, legal regulations, legal institute, legal branches, legal order, legal principles). Division of law (substantive and procedural law, private and public law). The relationship between national law and European Union law (law harmonisation and unification).
  • - Private law. Basic principles of private law. The Civil Code as the essential private law code and its association with other private law regulations. Juridical acts and their requirements. Persons in a legal sense – natural and legal persons. Legal personality and legal capacity. Concept of legal responsibility.
  • Lectures
  • 1. Introduction to the law of legal entities and corporate law. The architecture of legal regulation. Overview of various types of business corporations and their characteristics. Principles of partnerships and capital companies. Concern.
  • 2. Business corporations from the perspective of members. Qualitative and quantitative aspects of business shares. Types of business shares. Disposal of business shares. Termination of members’ participation in a business corporation.
  • 3. Business corporations from the perspective of members of the statutory body. The principal–agent problem. Requirements and preconditions for the execution of the function of a member of the statutory body, remuneration, and clawback. Rules of conduct for members of a body. Instructions regarding the management of the business. Conflict of interest. Managers’ fiduciary duty.
  • 4. Business corporations from the perspective of third parties (business partners, creditors, investors). Representation of a business corporation. Overview of violations of the rules of the market economy.
  • 5. Establishment, incorporation, dissolution, and termination of a business corporation. Preparatory phase, drafting of a memorandum of association, registration in the Commercial Register. Dissolution with/without liquidation – liquidation purpose, person and legal status of the liquidator, liquidation estate, liquidation balance. Liquidator obligations.
  • 6. Insolvency of a business corporation and methods of its resolution (insolvency law). Bankruptcy and imminent bankruptcy of a business corporation. Insolvency proceedings. Insolvency Register.
  • 7. Business corporations as employers – labour law context of business corporation operations. Agreement and termination of employment, rights and obligations of employee and employer (business corporation). Unfair and wrongful dismissal, consequences, remedies.
  • Seminars
  • 1. Introductory seminar. Definition of entrepreneur and related terms (corporate name, business enterprise). The legal status of the entrepreneur. Importance of public registers and other public lists of businesses. Search for and interpretation of publicly available data on business entities.
  • 2. Definition and types of business corporations. Business corporations in the system of legal entities regulated by the Civil Code. Definition of basic concepts in corporate law, a business corporation’s ‘life cycle’, and concerns.
  • 3. Business corporations from the perspective of members (partners, shareholders), Part I. Business share, rights, and obligations of members, business share size. Consequences of breach of obligations associated with business share.
  • 4. Business corporations from the perspective of members (partners, shareholders), Part II. Calculation of share of profit and share of the corporation’s other resources, balance sheet tests, insolvency test. Business share disposal. Case studies.
  • 5. Business corporations from the perspective of members (partners, shareholders), Part III. Business share represented by securities (common certificates, shares). Definition of securities and book-entry securities, classification of securities, immobilisation of securities, transfer of a security. Mid-term assessment.
  • 6. Business corporations from the perspective of members of the elected body. The internal structure of the business corporation (supreme, statutory, and supervisory body). Rules governing the conduct of members of the elected body – due care rules, prohibition of competition, conflict of interest rules. Responsibility and liability of members of the elected body for violations of obligations. Case studies.
  • 7. Business corporations from the perspective of third parties - acting on behalf of a business corporation (representation, agency law). Legal, contractual, and sui generis representation of a business corporation. Consequences of exceeding the representative’s authority. An agent without authorisation. Acting as a corporate agent and the head of a registered branch. Case studies.
  • 8. Partnerships. Characteristics and specifics of unlimited and limited partnerships. The legal status and liability of partners. Public law context of partnerships. Case studies.
  • 9. Capital companies: limited-liability company – complex case study I. Discussion on the choice of business legal form; comparison of self-employed persons, partnerships, and capital companies. Setting parameters for establishing a limited-liability company (registered capital, contributions, business share types, size of business shares, disposal of business shares). Public law aspects associated with the incorporation of a company.
  • 10. Capital companies: limited-liability company – complex case study II. Company bodies (general meeting – convening, proceedings, voting and decision-making per rollam; statutory body; supervisory board). Financing of business corporation focused on increasing the registered capital, additional payment obligations, and silent partnerships.
  • 11. Capital companies: limited-liability company – complex case study III. Member’s right to profit share and settlement share. Dissolution, liquidation, and termination of the business corporation. Liquidation purpose, liquidator, liquidation estate, liquidation balance.
  • 12.Capital companies: joint-stock company. Articles of association and parameters of the joint-stock company. Share types (common and preferred shares), shareholders’ rights, own shares, convertible and preferred bonds. Rights of qualified shareholders. Squeeze-out in joint-stock companies. Differences between limited-liability and joint-stock companies.
  • Students of this course will use the services at the web portal www.pravoesf.econ.muni.cz and the ASPI legal information system, which is accessible in computer classrooms at ECON MUNI and via the Orion terminal server at remote desktops. The instructions for connecting are available on the main website ECON MUNI.
  • Interactive study materials are available for students in BPP_OPR1 Corporate Law; these materials are available at pravoesf.econ.muni.cz. Business Law and Corporate Law study materials are intended for self-study and preparation for seminars.
Literature
    required literature
  • ŠTENGLOVÁ, Ivana, Jan DĚDIČ and Miloš TOMSA. Základy obchodního práva : vysokoškolská učebnice. 2. aktualizované a rozší. Praha: Leges, 2019, 475 stran. ISBN 9788075023148. info
    recommended literature
  • RUBAN, Radek, Jaromír KOŽIAK and Zdeněk HOUDEK. Cvičebnice korporátního práva. 1. vyd. Brno: Masarykova univerzita, 2018, 205 pp. Učebnice č. 541. ISBN 978-80-210-9004-0. info
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lectures, seminars, case studies, discussion, self-study of assigned literature during a semester, work with legal regulations, judicial documents and public registers.
Assessment methods
A written exam concludes the course. The requirements to sit for the exam are (i) seminar attendance (max. 3 unexcused absences), (ii) passing the mid-term assessment, and (iii) active participation in the form of presentations of assigned tasks and participation in discussion during the semester (min. 6 points). To complete the course, students must obtain at least 60 points in total from the exam (max. 80 points) and the mid-term assessment (max. 20 points). When achieving the minimum of 60 points, points obtained for active participation in seminars during the semester (min. 6 points) are also included in the final evaluation.

The exact requirements for completing the course also apply to students studying abroad (e.g. Erasmus) with an individual study plan, except for the compulsory attendance (alternative assignment is provided instead). More information on the alternative assignment is given in the interactive syllabus of the course. Students are required to contact the guarantor in the first teaching week of the semester and arrange the deadlines for fulfilling the assignment.

Caution: Any copying, recording, or leaking of the exam; use of unauthorised tools, aids, or communication devices; or other disruptions of the objectivity of exams (credit tests) will be considered noncompliance with the conditions for course completion as well as a severe violation of the scholastic rules. A student found in violation will have a grade of ‘F’ recorded in the Information System, and the Dean will initiate disciplinary proceedings that may result in suspension or expulsion. The aforementioned disciplinary procedure relates to all the activities comprising the final evaluation of the course.
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
Study Materials
The course is taught annually.
The course is taught: every week.
Note related to how often the course is taught: Přednášky: každý týden v 1. polovině semestru. Semináře: každý týden.
General note: Předpokládají se znalosti z předmětu Základy práva.
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024.

BPP_OPR1 Corporate Law

Faculty of Economics and Administration
Spring 2024
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
Mgr. Ing. Ondřej Špetík, Ph.D. (lecturer)
Mgr. Ing. Petra Dvořáková, Ph.D. (seminar tutor)
Mgr. Ing. Filip Hampl, Ph.D., LL.M. (seminar tutor)
Guaranteed by
Mgr. Ing. Filip Hampl, Ph.D., LL.M.
Division of Legal Education – Faculty of Economics and Administration
Contact Person: Lenka Hráčková
Supplier department: Division of Legal Education – Faculty of Economics and Administration
Timetable
Mon 19. 2. 16:00–17:50 P103, Mon 26. 2. 16:00–17:50 P103, Mon 4. 3. 16:00–17:50 P103, Mon 11. 3. 16:00–17:50 P103, Mon 18. 3. 16:00–17:50 P103, Mon 25. 3. 16:00–17:50 P103
  • Timetable of Seminar Groups:
BPP_OPR1/01: Tue 10:00–11:50 VT202, except Tue 2. 4., P. Dvořáková
BPP_OPR1/02: Tue 12:00–13:50 VT202, except Tue 2. 4., F. Hampl
BPP_OPR1/03: Tue 14:00–15:50 VT202, except Tue 2. 4., F. Hampl
Prerequisites
The course assumes legal knowledge within the scope of the course BPP_ZAPR Introduction to Law or BKP_ZAPR Introduction to Law and basic economic knowledge related to asset and capital structure, financial reports, and business financing within the scope of the course BPF_ZAFI Basic Finance or BKF_ZAFI Basic Finance. The necessary knowledge for completing the course can also be obtained through self-study of the assigned materials in the interactive syllabus available in the MUNI Information System.
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
there are 15 fields of study the course is directly associated with, display
Course objectives
The course focuses on corporate law and also covers relevant aspects of securities law and insolvency law. The course aims to acquaint students with the legal regulation and the fundamentals of business corporations, the regulation of property relations, the mechanism of internal organisation, and the legal status of members (partners, shareholders), members of elected bodies, representatives, and creditors of business corporations. Students will be introduced to individual types of business corporations in the economic context; legal regulation of their establishment, incorporation, dissolution, and termination; liquidation procedure; insolvency resolution methods; issued securities; concern; and employment relationships between business corporations and their employees.
Learning outcomes
After completing the course, the student should be able to do the following:
1. work with private law legal regulations and related public law regulations and interpret and apply them to business environment cases by using relevant case law;
2. explain and, in economic contexts, analyse the legal rules of individual forms of business corporations, distinguish various types of business corporations, and understand the possibilities of contractual arrangements;
3. discuss the rights and obligations of corporate members (partners, shareholders) associated with a business share and the consequences of member liability for debts;
4. understand the internal mechanism of business corporations, obligations of members of elected bodies, and the consequences of violating these obligations;
5. understand the representation of business corporations (agency relationship) and make qualified decisions on legal claims of creditors;
6. identify and address basic problems from the perspective of shareholders, members of elected bodies, and creditors of a business corporation; and
7. define basic concepts and institutes of insolvency law and methods for resolving the insolvency of business corporations.
Syllabus
  • Self-study before the start of the course
  • - Law as a normative system. Basic legal concepts and legal institutes. System of law (legal norms, legal regulations, legal institute, legal branches, legal order, legal principles). Division of law (substantive and procedural law, private and public law). The relationship between national law and European Union law (law harmonisation and unification).
  • - Private law. Basic principles of private law. The Civil Code as the essential private law code and its association with other private law regulations. Juridical acts and their requirements. Persons in a legal sense – natural and legal persons. Legal personality and legal capacity. Concept of legal responsibility.
  • Lectures
  • 1. Introduction to the law of legal entities and corporate law. The architecture of legal regulation. Overview of various types of business corporations and their characteristics. Principles of partnerships and capital companies. Concern.
  • 2. Business corporations from the perspective of members. Qualitative and quantitative aspects of business shares. Types of business shares. Disposal of business shares. Termination of members’ participation in a business corporation.
  • 3. Business corporations from the perspective of members of the statutory body. The principal–agent problem. Requirements and preconditions for the execution of the function of a member of the statutory body, remuneration, and clawback. Rules of conduct for members of a body. Instructions regarding the management of the business. Conflict of interest. Managers’ fiduciary duty.
  • 4. Business corporations from the perspective of third parties (business partners, creditors, investors). Representation of a business corporation. Overview of violations of the rules of the market economy.
  • 5. Establishment, incorporation, dissolution, and termination of a business corporation. Preparatory phase, drafting of a memorandum of association, registration in the Commercial Register. Dissolution with/without liquidation – liquidation purpose, person and legal status of the liquidator, liquidation estate, liquidation balance. Liquidator obligations.
  • 6. Insolvency of a business corporation and methods of its resolution (insolvency law). Bankruptcy and imminent bankruptcy of a business corporation. Insolvency proceedings. Insolvency Register.
  • 7. Business corporations as employers – labour law context of business corporation operations. Agreement and termination of employment, rights and obligations of employee and employer (business corporation). Unfair and wrongful dismissal, consequences, remedies.
  • Seminars
  • 1. Introductory seminar. Definition of entrepreneur and related terms (corporate name, business enterprise). The legal status of the entrepreneur. Importance of public registers and other public lists of businesses. Search for and interpretation of publicly available data on business entities.
  • 2. Definition and types of business corporations. Business corporations in the system of legal entities regulated by the Civil Code. Definition of basic concepts in corporate law, a business corporation’s ‘life cycle’, and concerns.
  • 3. Business corporations from the perspective of members (partners, shareholders), Part I. Business share, rights, and obligations of members, business share size. Consequences of breach of obligations associated with business share.
  • 4. Business corporations from the perspective of members (partners, shareholders), Part II. Calculation of share of profit and share of the corporation’s other resources, balance sheet tests, insolvency test. Business share disposal. Case studies.
  • 5. Business corporations from the perspective of members (partners, shareholders), Part III. Business share represented by securities (common certificates, shares). Definition of securities and book-entry securities, classification of securities, immobilisation of securities, transfer of a security. Mid-term assessment.
  • 6. Business corporations from the perspective of members of the elected body. The internal structure of the business corporation (supreme, statutory, and supervisory body). Rules governing the conduct of members of the elected body – due care rules, prohibition of competition, conflict of interest rules. Responsibility and liability of members of the elected body for violations of obligations. Case studies.
  • 7. Business corporations from the perspective of third parties - acting on behalf of a business corporation (representation, agency law). Legal, contractual, and sui generis representation of a business corporation. Consequences of exceeding the representative’s authority. An agent without authorisation. Acting as a corporate agent and the head of a registered branch. Case studies.
  • 8. Partnerships. Characteristics and specifics of unlimited and limited partnerships. The legal status and liability of partners. Public law context of partnerships. Case studies.
  • 9. Capital companies: limited-liability company – complex case study I. Discussion on the choice of business legal form; comparison of self-employed persons, partnerships, and capital companies. Setting parameters for establishing a limited-liability company (registered capital, contributions, business share types, size of business shares, disposal of business shares). Public law aspects associated with the incorporation of a company.
  • 10. Capital companies: limited-liability company – complex case study II. Company bodies (general meeting – convening, proceedings, voting and decision-making per rollam; statutory body; supervisory board). Financing of business corporation focused on increasing the registered capital, additional payment obligations, and silent partnerships.
  • 11. Capital companies: limited-liability company – complex case study III. Member’s right to profit share and settlement share. Dissolution, liquidation, and termination of the business corporation. Liquidation purpose, liquidator, liquidation estate, liquidation balance.
  • 12.Capital companies: joint-stock company. Articles of association and parameters of the joint-stock company. Share types (common and preferred shares), shareholders’ rights, own shares, convertible and preferred bonds. Rights of qualified shareholders. Squeeze-out in joint-stock companies. Differences between limited-liability and joint-stock companies.
  • Students of this course will use the services at the web portal www.pravoesf.econ.muni.cz and the ASPI legal information system, which is accessible in computer classrooms at ECON MUNI and via the Orion terminal server at remote desktops. The instructions for connecting are available on the main website ECON MUNI.
  • Interactive study materials are available for students in BPP_OPR1 Corporate Law; these materials are available at pravoesf.econ.muni.cz. Business Law and Corporate Law study materials are intended for self-study and preparation for seminars.
Literature
    required literature
  • ŠTENGLOVÁ, Ivana, Jan DĚDIČ and Miloš TOMSA. Základy obchodního práva : vysokoškolská učebnice. 2. aktualizované a rozší. Praha: Leges, 2019, 475 stran. ISBN 9788075023148. info
    recommended literature
  • RUBAN, Radek, Jaromír KOŽIAK and Zdeněk HOUDEK. Cvičebnice korporátního práva. 1. vyd. Brno: Masarykova univerzita, 2018, 205 pp. Učebnice č. 541. ISBN 978-80-210-9004-0. info
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lectures, seminars, case studies, discussion, self-study of assigned literature during a semester, work with legal regulations, judicial documents and public registers.
Assessment methods
A written exam concludes the course. The requirements to sit for the exam are (i) seminar attendance (max. 3 unexcused absences), (ii) passing the mid-term assessment, and (iii) active participation in the form of presentations of assigned tasks and participation in discussion during the semester (min. 6 points). To complete the course, students must obtain at least 60 points in total from the exam (max. 80 points) and the mid-term assessment (max. 20 points). When achieving the minimum of 60 points, points obtained for active participation in seminars during the semester (min. 6 points) are also included in the final evaluation.

The exact requirements for completing the course also apply to students studying abroad (e.g. Erasmus) with an individual study plan, except for the compulsory attendance (alternative assignment is provided instead). More information on the alternative assignment is given in the interactive syllabus of the course. Students are required to contact the guarantor in the first teaching week of the semester and arrange the deadlines for fulfilling the assignment.

Caution: Any copying, recording, or leaking of the exam; use of unauthorised tools, aids, or communication devices; or other disruptions of the objectivity of exams (credit tests) will be considered noncompliance with the conditions for course completion as well as a severe violation of the scholastic rules. A student found in violation will have a grade of ‘F’ recorded in the Information System, and the Dean will initiate disciplinary proceedings that may result in suspension or expulsion. The aforementioned disciplinary procedure relates to all the activities comprising the final evaluation of the course.
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
Study Materials
The course is taught annually.
General note: Předpokládají se znalosti z předmětu Základy práva.
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2025.

BPP_OPR1 Corporate Law

Faculty of Economics and Administration
Spring 2023
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
Mgr. Zdeněk Houdek, Ph.D. (lecturer)
Ing. Mgr. Radek Ruban, Ph.D. (lecturer)
Mgr. Ing. Petra Dvořáková, Ph.D. (seminar tutor)
Mgr. Ing. Filip Hampl, Ph.D., LL.M. (seminar tutor)
Mgr. Ing. Ondřej Špetík, Ph.D. (assistant)
Guaranteed by
Mgr. Ing. Filip Hampl, Ph.D., LL.M.
Department of Law – Faculty of Economics and Administration
Contact Person: Lenka Hráčková
Supplier department: Department of Law – Faculty of Economics and Administration
Timetable
Thu 16. 2. 8:00–9:50 P102, Thu 23. 2. 8:00–9:50 P102, Thu 2. 3. 8:00–9:50 P102, Thu 9. 3. 8:00–9:50 P102, Thu 16. 3. 8:00–9:50 P102, Thu 23. 3. 8:00–9:50 P102
  • Timetable of Seminar Groups:
BPP_OPR1/02: Tue 10:00–11:50 VT202, except Tue 28. 3., P. Dvořáková
BPP_OPR1/03: Tue 12:00–13:50 VT202, except Tue 28. 3., F. Hampl
BPP_OPR1/04: Tue 14:00–15:50 VT202, except Tue 28. 3., F. Hampl
Prerequisites
The course assumes legal knowledge within the scope of the course BPP_ZAPR Introduction to Law or BKP_ZAPR Introduction to Law and basic economic knowledge related to asset and capital structure, financial reports, and business financing within the scope of the course BPF_ZAFI Basic Finance or BKF_ZAFI Basic Finance. The necessary knowledge for completing the course can also be obtained through self-study of the assigned materials in the interactive syllabus available in the MUNI Information System.
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
there are 15 fields of study the course is directly associated with, display
Course objectives
The course focuses on corporate law and also covers relevant aspects of securities law and insolvency law. The course aims to acquaint students with the legal regulation and the fundamentals of business corporations, the regulation of property relations, the mechanism of internal organisation, and the legal status of members (partners, shareholders), members of elected bodies, representatives, and creditors of business corporations. Students will be introduced to individual types of business corporations in the economic context; legal regulation of their establishment, incorporation, dissolution, and termination; liquidation procedure; insolvency resolution methods; issued securities; concern; and employment relationships between business corporations and their employees.
Learning outcomes
After completing the course, the student should be able to do the following:
1. work with private law legal regulations and related public law regulations and interpret and apply them to business environment cases by using relevant case law;
2. explain and, in economic contexts, analyse the legal rules of individual forms of business corporations, distinguish various types of business corporations, and understand the possibilities of contractual arrangements;
3. discuss the rights and obligations of corporate members (partners, shareholders) associated with a business share and the consequences of member liability for debts;
4. understand the internal mechanism of business corporations, obligations of members of elected bodies, and the consequences of violating these obligations;
5. understand the representation of business corporations (agency relationship) and make qualified decisions on legal claims of creditors;
6. identify and address basic problems from the perspective of shareholders, members of elected bodies, and creditors of a business corporation; and
7. define basic concepts and institutes of insolvency law and methods for resolving the insolvency of business corporations.
Syllabus
  • Self-study before the start of the course
  • - Law as a normative system. Basic legal concepts and legal institutes. System of law (legal norms, legal regulations, legal institute, legal branches, legal order, legal principles). Division of law (substantive and procedural law, private and public law). The relationship between national law and European Union law (law harmonisation and unification).
  • - Private law. Basic principles of private law. The Civil Code as the essential private law code and its association with other private law regulations. Juridical acts and their requirements. Persons in a legal sense – natural and legal persons. Legal personality and legal capacity. Concept of legal responsibility.
  • Lectures
  • 1. Introduction to the law of legal entities and corporate law. The architecture of legal regulation. Overview of various types of business corporations and their characteristics. Principles of partnerships and capital companies. Concern.
  • 2. Business corporations from the perspective of members. Qualitative and quantitative aspects of business shares. Types of business shares. Disposal of business shares. Termination of members’ participation in a business corporation.
  • 3. Business corporations from the perspective of members of the statutory body. The principal–agent problem. Requirements and preconditions for the execution of the function of a member of the statutory body, remuneration, and clawback. Rules of conduct for members of a body. Instructions regarding the management of the business. Conflict of interest. Managers’ fiduciary duty.
  • 4. Business corporations from the perspective of third parties (business partners, creditors, investors). Representation of a business corporation. Overview of violations of the rules of the market economy.
  • 5. Establishment, incorporation, dissolution, and termination of a business corporation. Preparatory phase, drafting of a memorandum of association, registration in the Commercial Register. Dissolution with/without liquidation – liquidation purpose, person and legal status of the liquidator, liquidation estate, liquidation balance. Liquidator obligations.
  • 6. Insolvency of a business corporation and methods of its resolution (insolvency law). Bankruptcy and imminent bankruptcy of a business corporation. Insolvency proceedings. Insolvency Register.
  • 7. Business corporations as employers – labour law context of business corporation operations. Agreement and termination of employment, rights and obligations of employee and employer (business corporation). Unfair and wrongful dismissal, consequences, remedies.
  • Seminars
  • 1. Introductory seminar. Definition of entrepreneur and related terms (corporate name, business enterprise). The legal status of the entrepreneur. Importance of public registers and other public lists of businesses. Search for and interpretation of publicly available data on business entities.
  • 2. Definition and types of business corporations. Business corporations in the system of legal entities regulated by the Civil Code. Definition of basic concepts in corporate law, a business corporation’s ‘life cycle’, and concerns.
  • 3. Business corporations from the perspective of members (partners, shareholders), Part I. Business share, rights, and obligations of members, business share size. Consequences of breach of obligations associated with business share.
  • 4. Business corporations from the perspective of members (partners, shareholders), Part II. Calculation of share of profit and share of the corporation’s other resources, balance sheet tests, insolvency test. Business share disposal. Case studies.
  • 5. Business corporations from the perspective of members (partners, shareholders), Part III. Business share represented by securities (common certificates, shares). Definition of securities and book-entry securities, classification of securities, immobilisation of securities, transfer of a security. Mid-term assessment.
  • 6. Business corporations from the perspective of members of the elected body. The internal structure of the business corporation (supreme, statutory, and supervisory body). Rules governing the conduct of members of the elected body – due care rules, prohibition of competition, conflict of interest rules. Responsibility and liability of members of the elected body for violations of obligations. Case studies.
  • 7. Business corporations from the perspective of third parties - acting on behalf of a business corporation (representation, agency law). Legal, contractual, and sui generis representation of a business corporation. Consequences of exceeding the representative’s authority. An agent without authorisation. Acting as a corporate agent and the head of a registered branch. Case studies.
  • 8. Partnerships. Characteristics and specifics of unlimited and limited partnerships. The legal status and liability of partners. Public law context of partnerships. Case studies.
  • 9. Capital companies: limited-liability company – complex case study I. Discussion on the choice of business legal form; comparison of self-employed persons, partnerships, and capital companies. Setting parameters for establishing a limited-liability company (registered capital, contributions, business share types, size of business shares, disposal of business shares). Public law aspects associated with the incorporation of a company.
  • 10. Capital companies: limited-liability company – complex case study II. Company bodies (general meeting – convening, proceedings, voting and decision-making per rollam; statutory body; supervisory board). Financing of business corporation focused on increasing the registered capital, additional payment obligations, and silent partnerships.
  • 11. Capital companies: limited-liability company – complex case study III. Member’s right to profit share and settlement share. Dissolution, liquidation, and termination of the business corporation. Liquidation purpose, liquidator, liquidation estate, liquidation balance.
  • 12.Capital companies: joint-stock company. Articles of association and parameters of the joint-stock company. Share types (common and preferred shares), shareholders’ rights, own shares, convertible and preferred bonds. Rights of qualified shareholders. Squeeze-out in joint-stock companies. Differences between limited-liability and joint-stock companies.
  • Students of this course will use the services at the web portal www.pravoesf.econ.muni.cz and the ASPI legal information system, which is accessible in computer classrooms at ECON MUNI and via the Orion terminal server at remote desktops. The instructions for connecting are available on the main website ECON MUNI.
  • Interactive study materials are available for students in BPP_OPR1 Corporate Law; these materials are available at pravoesf.econ.muni.cz. Business Law and Corporate Law study materials are intended for self-study and preparation for seminars.
Literature
    required literature
  • ŠTENGLOVÁ, Ivana, Jan DĚDIČ and Miloš TOMSA. Základy obchodního práva : vysokoškolská učebnice. 2. aktualizované a rozší. Praha: Leges, 2019, 475 stran. ISBN 9788075023148. info
    recommended literature
  • RUBAN, Radek, Jaromír KOŽIAK and Zdeněk HOUDEK. Cvičebnice korporátního práva. 1. vyd. Brno: Masarykova univerzita, 2018, 205 pp. Učebnice č. 541. ISBN 978-80-210-9004-0. info
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lectures, seminars, case studies, discussion, self-study of assigned literature during a semester, work with legal regulations, judicial documents and public registers.
Assessment methods
A written exam concludes the course. The requirements to sit for the exam are (i) seminar attendance (max. 3 unexcused absences), (ii) passing the mid-term assessment, and (iii) active participation in the form of presentations of assigned tasks and participation in discussion during the semester (min. 6 points). To complete the course, students must obtain at least 60 points in total from the exam (max. 80 points) and the mid-term assessment (max. 20 points). When achieving the minimum of 60 points, points obtained for active participation in seminars during the semester (min. 6 points) are also included in the final evaluation.

Caution: Any copying, recording, or leaking of the exam; use of unauthorised tools, aids, or communication devices; or other disruptions of the objectivity of exams (credit tests) will be considered noncompliance with the conditions for course completion as well as a severe violation of the scholastic rules. A student found in violation will have a grade of ‘F’ recorded in the Information System, and the Dean will initiate disciplinary proceedings that may result in suspension or expulsion. The aforementioned disciplinary procedure relates to all the activities comprising the final evaluation of the course.
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
Study Materials
The course is taught annually.
General note: Předpokládají se znalosti z předmětu Základy práva.
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2022
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
Mgr. Zdeněk Houdek, Ph.D. (lecturer)
Ing. Mgr. Radek Ruban, Ph.D. (lecturer)
Mgr. Ing. Filip Hampl, Ph.D., LL.M. (seminar tutor)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
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
each odd Thursday 8:00–9:50 P102, except Thu 31. 3.
  • Timetable of Seminar Groups:
BPP_OPR1/01: Tue 8:00–9:50 VT206, except Tue 29. 3., J. Šedová
BPP_OPR1/02: Tue 10:00–11:50 VT206, except Tue 29. 3., J. Šedová
BPP_OPR1/03: Tue 12:00–13:50 VT202, except Tue 29. 3., F. Hampl
BPP_OPR1/04: Tue 14:00–15:50 VT202, except Tue 29. 3., F. Hampl
Prerequisites
The course builds on the basic knowledge and skills in the area of:
- theory of law,
- basics of private law (New Civil Code),
- company organization.
Students get the above mentioned knowledge in the following courses: Introduction to Law and Corporate Economics.
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
there are 16 fields of study the course is directly associated with, display
Course objectives
The main goal of this course is to acquaint the students with fundamental changes in the area of private law resulting from the adoption of the new Civil Code. Attention will be focused on the systematization of the new legal regulation of legal entities and their classification, which is the legal fundament for the regulation of business corporations and entrepreneurship within the Act on Business Corporations. The introductory part of the course deals with changes in private law introduced by the new Civil Code. The second part focuses on the issues of general regulation of the corporations within the new Civil Code, especially on the legal entities, their actions, enterpreneurship, legal status of an entrepeneur and the commercial register. The third part is focused on general regulation of business corporations according to the Act on Business Corporations and their classification. Other two parts comprises comparisons of individual types of business corporations, particularly the following issues are clarified: regulation of founding, establishment and dissolution of a business corporation, regulation of property relations in a trading company, and legal status of partners. The sixth part focuses on business corporation transformations to different legal forms and the law of corporate groups. During the final part of the course basic ways of handling bankruptcy of a business corporation are explained.

At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Learning outcomes
At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Syllabus
  • Lectures:
  • 1. Business Corporations I.
  • - General regulation of business corporations according to the Act on Business Corporations.
  • - Classification of business corporations.
  • 2. Business Corporations II.
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - preconditions for creation of business corporations;
  • - property owned by corporation (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business corporation, compulsory bodies and their power;
  • - dissolution, extinction of a corporation; dissolution of a corporation with liquidation, dissolution of a corporation without liquidation.
  • 3. Business Corporations III
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • 4. Conversion of business organization.
  • - Company division.
  • - Change in a legal form of a company.
  • - Merger.
  • - Holding company.
  • 5. Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. Introductory part where students get acquainted with the organization of the course and study materials within the Masaryk University Information System.
  • - Principles of work with legal texts and instructions of how to work with the ASPI system.
  • 2. Sources of private law - new Civil Code, Act on Business Corporations. Transformation Act. Insolvency Act.
  • - New Civil Code - principles, mandatory x directory rules, legal acts, invalidity of legal acts. Practicing basic terminology, importance of public registers for entreprising, and looking up the information in registers on the internet.
  • - Work with the ASPI system.
  • 3. Practicing basic private law terminology with the help of the ASPI system.
  • - Legal entities according to the new Civil Code, classification of legal entities, corporations, business corporations.
  • - In-term test no. 1.
  • 4. Importance of public registers for entreprising and looking up the information in registers on the internet. Introduction to the Commercial Register and related legal regulation (looking up information in the Commercial Register: full and brief data output and its informative character, Collection of documents, preconditions of an entry in the Commercial Register, forms).
  • 5. Creation and incorporation of a business corporation. Founding legal acts. Statutes. Corporate bodies. Contributions and registered capital. Acting on behalf of a business corporation prior to its creation.
  • - Case study - creation of a capital business corporation (founding acts, statutes, registered capital, contribution, share, members´ liability for obligations of the company, compulsory bodies of the company, reserve fund, persons in charge of decision of how the profit is to be distributed).
  • 6. Share in a capital business corporation. Stocks - shareholders´ rights and obligations. Corporate bonds. Equity certificate - rights and obligations of a memeber of a limited liability company. Definintion, transfers and pledge of securities in general + special regulation of stock and equity certificate.
  • - In-term test no. 2.
  • 7. Acting on behalf of a company. Extent and possible restrictions of acting on behalf of a company. Statutory bodies of companies.
  • - Members´ and statutory bodies´ liability for obligations of the company.
  • - General meeting (convenening of general meeting, proceedings of general meetings, participation in general meetings, voting at general meetings).
  • - Who in the company makes the decision of how the profit is to be distributed?
  • 8. Liquidation of a business corporation.
  • (Purpose of liquidation, liquidator, collegiate body - group of liquidators, liquidation assets, liquidation balance, liquidator´s obligations after removal of a business corporation from the Commercial Register).
  • 9. Insolvent business corporations. Introduction to insolvency register and related legal regulation.
  • (looking up information in the insolvency register, documents and acts publicly available via insolvency register and related legal regulation).
  • - In-term test no. 3.
  • 10. Conversion of business organisations. (Forms of business organisation´s conversion. Merger).
  • - Law of corporate groups (Influence, control, corporate groups. Indemnification for a detriment as a result of influence).
  • 11. Contract law after recodification I.
  • 12. Contract law after recodification II.
  • 13. Evaluation of the seminar classes. Re-take of the in-term test + alternative date of in-term tests.
  • Students of this course use the services of the following web portal www.pravoesf.cz during the classes. This portal is an outcome of an Education for Competitiveness Operational Programme project called Innovation of law education within the study fields of Finance and Financial Managment at the Faculty of Economics and Administration, Masaryk University, project identification: CZ.1.07/2.2.00/15.0189.
  • Interatctive study materials were created for the purpose of education within the course Business Law 1. These materials can be found at the web portal pravoesf.econ.muni.cz. Business Law 1 and orporate Law study materials are designated for self-study and for preparation for seminars. Please, pay attention also to the study materials of the courses Introduction to Law and European Law. There are basic legal concepts explained in the above mentioned study materials and the knowledge of these concepts is assumed for understanding the issues of the course Busines Law 1. In case of your interest in more detailed information, use the service of legal information system (ASPI) accessible from the computer laboratories and the library of Faculty of Economics and Administration. In these cases, the access to the the ASPI system is enabled by clicking on the ASPI icon on the desktop of the computer. Since the autumn semester of 2013, any student of the Faculty of Economics and Administration can also use the possibility of remotely accessing the ASPI. In that case, the ASPI is accessible via the internet from a remote desktop. Detailed description of how to login is posted on the main website of the Faculty of Economics and Administration.
Literature
    required literature
  • ŠTENGLOVÁ, Ivana, Jan DĚDIČ and Miloš TOMSA. Základy obchodního práva : vysokoškolská učebnice. 2. aktualizované a rozší. Praha: Leges, 2019, 475 stran. ISBN 9788075023148. info
    recommended literature
  • RUBAN, Radek, Jaromír KOŽIAK and Zdeněk HOUDEK. Cvičebnice korporátního práva. 1. vyd. Brno: Masarykova univerzita, 2018, 205 pp. Učebnice č. 541. ISBN 978-80-210-9004-0. info
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studies are a part of seminars.
Assessment methods
The course finishes with a written exam. Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars and passing of a check test.
Caution: "Any copying, recording or leaking tests, use of unauthorized tools, aids and communication devices, or other disruptions of objectivity of exams (credit tests) will be considered non-compliance with the conditions for course completion as well as a severe violation of the study rules. Consequently, the teacher will finish the exam (credit test) by awarding grade "F" in the Information System, and the Dean will initiate disciplinary proceedings that may result in study termination."
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
Study Materials
The course is taught annually.
General note: Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2021
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
JUDr. Jaromír Kožiak, Ph.D. (lecturer)
Mgr. Zdeněk Houdek, Ph.D. (lecturer)
Ing. Mgr. Radek Ruban, Ph.D. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
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
each odd Thursday 8:00–9:50 P102
  • Timetable of Seminar Groups:
BPP_OPR1/01: Tue 8:00–9:50 VT206, J. Šedová
BPP_OPR1/02: Tue 10:00–11:50 VT206, J. Šedová
BPP_OPR1/03: Tue 12:00–13:50 VT202, J. Šedová
BPP_OPR1/04: Tue 14:00–15:50 VT202, J. Šedová
Prerequisites
The course builds on the basic knowledge and skills in the area of:
- theory of law,
- basics of private law (New Civil Code),
- company organization.
Students get the above mentioned knowledge in the following courses: Introduction to Law and Corporate Economics.
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
there are 15 fields of study the course is directly associated with, display
Course objectives
The main goal of this course is to acquaint the students with fundamental changes in the area of private law resulting from the adoption of the new Civil Code. Attention will be focused on the systematization of the new legal regulation of legal entities and their classification, which is the legal fundament for the regulation of business corporations and entrepreneurship within the Act on Business Corporations. The introductory part of the course deals with changes in private law introduced by the new Civil Code. The second part focuses on the issues of general regulation of the corporations within the new Civil Code, especially on the legal entities, their actions, enterpreneurship, legal status of an entrepeneur and the commercial register. The third part is focused on general regulation of business corporations according to the Act on Business Corporations and their classification. Other two parts comprises comparisons of individual types of business corporations, particularly the following issues are clarified: regulation of founding, establishment and dissolution of a business corporation, regulation of property relations in a trading company, and legal status of partners. The sixth part focuses on business corporation transformations to different legal forms and the law of corporate groups. During the final part of the course basic ways of handling bankruptcy of a business corporation are explained.

At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Learning outcomes
At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Syllabus
  • Lectures:
  • 1. Business Corporations I.
  • - General regulation of business corporations according to the Act on Business Corporations.
  • - Classification of business corporations.
  • 2. Business Corporations II.
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - preconditions for creation of business corporations;
  • - property owned by corporation (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business corporation, compulsory bodies and their power;
  • - dissolution, extinction of a corporation; dissolution of a corporation with liquidation, dissolution of a corporation without liquidation.
  • 3. Business Corporations III
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • 4. Conversion of business organization.
  • - Company division.
  • - Change in a legal form of a company.
  • - Merger.
  • - Holding company.
  • 5. Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. Introductory part where students get acquainted with the organization of the course and study materials within the Masaryk University Information System.
  • - Principles of work with legal texts and instructions of how to work with the ASPI system.
  • 2. Sources of private law - new Civil Code, Act on Business Corporations. Transformation Act. Insolvency Act.
  • - New Civil Code - principles, mandatory x directory rules, legal acts, invalidity of legal acts. Practicing basic terminology, importance of public registers for entreprising, and looking up the information in registers on the internet.
  • - Work with the ASPI system.
  • 3. Practicing basic private law terminology with the help of the ASPI system.
  • - Legal entities according to the new Civil Code, classification of legal entities, corporations, business corporations.
  • - In-term test no. 1.
  • 4. Importance of public registers for entreprising and looking up the information in registers on the internet. Introduction to the Commercial Register and related legal regulation (looking up information in the Commercial Register: full and brief data output and its informative character, Collection of documents, preconditions of an entry in the Commercial Register, forms).
  • 5. Creation and incorporation of a business corporation. Founding legal acts. Statutes. Corporate bodies. Contributions and registered capital. Acting on behalf of a business corporation prior to its creation.
  • - Case study - creation of a capital business corporation (founding acts, statutes, registered capital, contribution, share, members´ liability for obligations of the company, compulsory bodies of the company, reserve fund, persons in charge of decision of how the profit is to be distributed).
  • 6. Share in a capital business corporation. Stocks - shareholders´ rights and obligations. Corporate bonds. Equity certificate - rights and obligations of a memeber of a limited liability company. Definintion, transfers and pledge of securities in general + special regulation of stock and equity certificate.
  • - In-term test no. 2.
  • 7. Acting on behalf of a company. Extent and possible restrictions of acting on behalf of a company. Statutory bodies of companies.
  • - Members´ and statutory bodies´ liability for obligations of the company.
  • - General meeting (convenening of general meeting, proceedings of general meetings, participation in general meetings, voting at general meetings).
  • - Who in the company makes the decision of how the profit is to be distributed?
  • 8. Liquidation of a business corporation.
  • (Purpose of liquidation, liquidator, collegiate body - group of liquidators, liquidation assets, liquidation balance, liquidator´s obligations after removal of a business corporation from the Commercial Register).
  • 9. Insolvent business corporations. Introduction to insolvency register and related legal regulation.
  • (looking up information in the insolvency register, documents and acts publicly available via insolvency register and related legal regulation).
  • - In-term test no. 3.
  • 10. Conversion of business organisations. (Forms of business organisation´s conversion. Merger).
  • - Law of corporate groups (Influence, control, corporate groups. Indemnification for a detriment as a result of influence).
  • 11. Contract law after recodification I.
  • 12. Contract law after recodification II.
  • 13. Evaluation of the seminar classes. Re-take of the in-term test + alternative date of in-term tests.
  • Students of this course use the services of the following web portal www.pravoesf.cz during the classes. This portal is an outcome of an Education for Competitiveness Operational Programme project called Innovation of law education within the study fields of Finance and Financial Managment at the Faculty of Economics and Administration, Masaryk University, project identification: CZ.1.07/2.2.00/15.0189.
  • Interatctive study materials were created for the purpose of education within the course Business Law 1. These materials can be found at the web portal pravoesf.econ.muni.cz. Business Law 1 and orporate Law study materials are designated for self-study and for preparation for seminars. Please, pay attention also to the study materials of the courses Introduction to Law and European Law. There are basic legal concepts explained in the above mentioned study materials and the knowledge of these concepts is assumed for understanding the issues of the course Busines Law 1. In case of your interest in more detailed information, use the service of legal information system (ASPI) accessible from the computer laboratories and the library of Faculty of Economics and Administration. In these cases, the access to the the ASPI system is enabled by clicking on the ASPI icon on the desktop of the computer. Since the autumn semester of 2013, any student of the Faculty of Economics and Administration can also use the possibility of remotely accessing the ASPI. In that case, the ASPI is accessible via the internet from a remote desktop. Detailed description of how to login is posted on the main website of the Faculty of Economics and Administration.
Literature
    required literature
  • Šedová, J. Studijní texty „Korporátní právo“. ESF MU. Portál výuky právních předmětů ESF: Webová adresa: http://pravoesf.econ.muni.cz/. Informace o přístupových právech k webové aplikaci jsou zveřejněny v IS/Studijní materiály předmětu/Učební texty/.
  • 1. Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1
    recommended literature
  • 1. Bělohlávek, A. a kol. Komentář k zákonu o obchodních korporacích. Vprvní. Plzeň: Vydavatelství a nakladatelství Aleš Čeněk, s. r. o., 2013. ISBN 978-80-7380-451-0.
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studies are a part of seminars.
Assessment methods
The course finishes with a written exam. Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars and passing of a check test.
Caution: "Any copying, recording or leaking tests, use of unauthorized tools, aids and communication devices, or other disruptions of objectivity of exams (credit tests) will be considered non-compliance with the conditions for course completion as well as a severe violation of the study rules. Consequently, the teacher will finish the exam (credit test) by awarding grade "F" in the Information System, and the Dean will initiate disciplinary proceedings that may result in study termination."
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
Study Materials
The course is taught annually.
General note: Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2020
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
JUDr. Jaromír Kožiak, Ph.D. (lecturer)
Mgr. Zdeněk Houdek, Ph.D. (lecturer)
Ing. Mgr. Radek Ruban, Ph.D. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
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
each even Thursday 8:00–9:50 P102
  • Timetable of Seminar Groups:
BPP_OPR1/01: Tue 8:00–9:50 VT206, J. Šedová
BPP_OPR1/02: Tue 10:00–11:50 VT206, J. Šedová
BPP_OPR1/03: Tue 12:00–13:50 VT202, J. Šedová
BPP_OPR1/04: Tue 14:00–15:50 VT202, J. Šedová
Prerequisites
The course builds on the basic knowledge and skills in the area of:
- theory of law,
- basics of private law (New Civil Code),
- company organization.
Students get the above mentioned knowledge in the following courses: Introduction to Law and Corporate Economics.
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
there are 15 fields of study the course is directly associated with, display
Course objectives
The main goal of this course is to acquaint the students with fundamental changes in the area of private law resulting from the adoption of the new Civil Code. Attention will be focused on the systematization of the new legal regulation of legal entities and their classification, which is the legal fundament for the regulation of business corporations and entrepreneurship within the Act on Business Corporations. The introductory part of the course deals with changes in private law introduced by the new Civil Code. The second part focuses on the issues of general regulation of the corporations within the new Civil Code, especially on the legal entities, their actions, enterpreneurship, legal status of an entrepeneur and the commercial register. The third part is focused on general regulation of business corporations according to the Act on Business Corporations and their classification. Other two parts comprises comparisons of individual types of business corporations, particularly the following issues are clarified: regulation of founding, establishment and dissolution of a business corporation, regulation of property relations in a trading company, and legal status of partners. The sixth part focuses on business corporation transformations to different legal forms and the law of corporate groups. During the final part of the course basic ways of handling bankruptcy of a business corporation are explained.

At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Learning outcomes
At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Syllabus
  • Lectures:
  • 1. Business Corporations I.
  • - General regulation of business corporations according to the Act on Business Corporations.
  • - Classification of business corporations.
  • 2. Business Corporations II.
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - preconditions for creation of business corporations;
  • - property owned by corporation (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business corporation, compulsory bodies and their power;
  • - dissolution, extinction of a corporation; dissolution of a corporation with liquidation, dissolution of a corporation without liquidation.
  • 3. Business Corporations III
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • 4. Conversion of business organization.
  • - Company division.
  • - Change in a legal form of a company.
  • - Merger.
  • - Holding company.
  • 5. Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. Introductory part where students get acquainted with the organization of the course and study materials within the Masaryk University Information System.
  • - Principles of work with legal texts and instructions of how to work with the ASPI system.
  • 2. Sources of private law - new Civil Code, Act on Business Corporations. Transformation Act. Insolvency Act.
  • - New Civil Code - principles, mandatory x directory rules, legal acts, invalidity of legal acts. Practicing basic terminology, importance of public registers for entreprising, and looking up the information in registers on the internet.
  • - Work with the ASPI system.
  • 3. Practicing basic private law terminology with the help of the ASPI system.
  • - Legal entities according to the new Civil Code, classification of legal entities, corporations, business corporations.
  • - In-term test no. 1.
  • 4. Importance of public registers for entreprising and looking up the information in registers on the internet. Introduction to the Commercial Register and related legal regulation (looking up information in the Commercial Register: full and brief data output and its informative character, Collection of documents, preconditions of an entry in the Commercial Register, forms).
  • 5. Creation and incorporation of a business corporation. Founding legal acts. Statutes. Corporate bodies. Contributions and registered capital. Acting on behalf of a business corporation prior to its creation.
  • - Case study - creation of a capital business corporation (founding acts, statutes, registered capital, contribution, share, members´ liability for obligations of the company, compulsory bodies of the company, reserve fund, persons in charge of decision of how the profit is to be distributed).
  • 6. Share in a capital business corporation. Stocks - shareholders´ rights and obligations. Corporate bonds. Equity certificate - rights and obligations of a memeber of a limited liability company. Definintion, transfers and pledge of securities in general + special regulation of stock and equity certificate.
  • - In-term test no. 2.
  • 7. Acting on behalf of a company. Extent and possible restrictions of acting on behalf of a company. Statutory bodies of companies.
  • - Members´ and statutory bodies´ liability for obligations of the company.
  • - General meeting (convenening of general meeting, proceedings of general meetings, participation in general meetings, voting at general meetings).
  • - Who in the company makes the decision of how the profit is to be distributed?
  • 8. Liquidation of a business corporation.
  • (Purpose of liquidation, liquidator, collegiate body - group of liquidators, liquidation assets, liquidation balance, liquidator´s obligations after removal of a business corporation from the Commercial Register).
  • 9. Insolvent business corporations. Introduction to insolvency register and related legal regulation.
  • (looking up information in the insolvency register, documents and acts publicly available via insolvency register and related legal regulation).
  • - In-term test no. 3.
  • 10. Conversion of business organisations. (Forms of business organisation´s conversion. Merger).
  • - Law of corporate groups (Influence, control, corporate groups. Indemnification for a detriment as a result of influence).
  • 11. Contract law after recodification I.
  • 12. Contract law after recodification II.
  • 13. Evaluation of the seminar classes. Re-take of the in-term test + alternative date of in-term tests.
  • Students of this course use the services of the following web portal www.pravoesf.cz during the classes. This portal is an outcome of an Education for Competitiveness Operational Programme project called Innovation of law education within the study fields of Finance and Financial Managment at the Faculty of Economics and Administration, Masaryk University, project identification: CZ.1.07/2.2.00/15.0189.
  • Interatctive study materials were created for the purpose of education within the course Business Law 1. These materials can be found at the web portal pravoesf.econ.muni.cz. Business Law 1 and orporate Law study materials are designated for self-study and for preparation for seminars. Please, pay attention also to the study materials of the courses Introduction to Law and European Law. There are basic legal concepts explained in the above mentioned study materials and the knowledge of these concepts is assumed for understanding the issues of the course Busines Law 1. In case of your interest in more detailed information, use the service of legal information system (ASPI) accessible from the computer laboratories and the library of Faculty of Economics and Administration. In these cases, the access to the the ASPI system is enabled by clicking on the ASPI icon on the desktop of the computer. Since the autumn semester of 2013, any student of the Faculty of Economics and Administration can also use the possibility of remotely accessing the ASPI. In that case, the ASPI is accessible via the internet from a remote desktop. Detailed description of how to login is posted on the main website of the Faculty of Economics and Administration.
Literature
    required literature
  • Šedová, J. Studijní texty „Korporátní právo“. ESF MU. Portál výuky právních předmětů ESF: Webová adresa: http://pravoesf.econ.muni.cz/. Informace o přístupových právech k webové aplikaci jsou zveřejněny v IS/Studijní materiály předmětu/Učební texty/.
  • 1. Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1
    recommended literature
  • 1. Bělohlávek, A. a kol. Komentář k zákonu o obchodních korporacích. Vprvní. Plzeň: Vydavatelství a nakladatelství Aleš Čeněk, s. r. o., 2013. ISBN 978-80-7380-451-0.
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studies are a part of seminars.
Assessment methods
The course finishes with a written exam. Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars and passing of a check test.
Caution: "Any copying, recording or leaking tests, use of unauthorized tools, aids and communication devices, or other disruptions of objectivity of exams (credit tests) will be considered non-compliance with the conditions for course completion as well as a severe violation of the study rules. Consequently, the teacher will finish the exam (credit test) by awarding grade "F" in the Information System, and the Dean will initiate disciplinary proceedings that may result in study termination."
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
Study Materials
The course is taught annually.
General note: Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2019
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
JUDr. Jaromír Kožiak, Ph.D. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
Ing. Mgr. Radek Ruban, Ph.D. (lecturer)
Mgr. Ing. Martin Štěrba (seminar tutor)
Mgr. Zdeněk Houdek, Ph.D. (lecturer)
Mgr. Ing. Petra Dvořáková, Ph.D. (assistant)
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
each even Thursday 8:00–9:50 P102
  • Timetable of Seminar Groups:
BPP_OPR1/01: Tue 8:00–9:50 VT206, J. Šedová
BPP_OPR1/02: Tue 10:00–11:50 VT206, J. Šedová
BPP_OPR1/03: Tue 12:00–13:50 VT202, J. Šedová, M. Štěrba
BPP_OPR1/04: Tue 14:00–15:50 VT202, J. Šedová, M. Štěrba
Prerequisites
The course builds on the basic knowledge and skills in the area of:
- theory of law,
- basics of private law (New Civil Code),
- company organization.
Students get the above mentioned knowledge in the following courses: Introduction to Law and Corporate Economics.
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
there are 10 fields of study the course is directly associated with, display
Course objectives
The main goal of this course is to acquaint the students with fundamental changes in the area of private law resulting from the adoption of the new Civil Code. Attention will be focused on the systematization of the new legal regulation of legal entities and their classification, which is the legal fundament for the regulation of business corporations and entrepreneurship within the Act on Business Corporations. The introductory part of the course deals with changes in private law introduced by the new Civil Code. The second part focuses on the issues of general regulation of the corporations within the new Civil Code, especially on the legal entities, their actions, enterpreneurship, legal status of an entrepeneur and the commercial register. The third part is focused on general regulation of business corporations according to the Act on Business Corporations and their classification. Other two parts comprises comparisons of individual types of business corporations, particularly the following issues are clarified: regulation of founding, establishment and dissolution of a business corporation, regulation of property relations in a trading company, and legal status of partners. The sixth part focuses on business corporation transformations to different legal forms and the law of corporate groups. During the final part of the course basic ways of handling bankruptcy of a business corporation are explained.
Learning outcomes
At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Syllabus
  • Lectures:
  • 1. Business Corporations I.
  • - General regulation of business corporations according to the Act on Business Corporations.
  • - Classification of business corporations.
  • 2. Business Corporations II.
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - preconditions for creation of business corporations;
  • - property owned by corporation (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business corporation, compulsory bodies and their power;
  • - dissolution, extinction of a corporation; dissolution of a corporation with liquidation, dissolution of a corporation without liquidation.
  • 3. Business Corporations III
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • 4. Conversion of business organization.
  • - Company division.
  • - Change in a legal form of a company.
  • - Merger.
  • - Holding company.
  • 5. Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. Introductory part where students get acquainted with the organization of the course and study materials within the Masaryk University Information System.
  • - Principles of work with legal texts and instructions of how to work with the ASPI system.
  • 2. Sources of private law - new Civil Code, Act on Business Corporations. Transformation Act. Insolvency Act.
  • - New Civil Code - principles, mandatory x directory rules, legal acts, invalidity of legal acts. Practicing basic terminology, importance of public registers for entreprising, and looking up the information in registers on the internet.
  • - Work with the ASPI system.
  • 3. Practicing basic private law terminology with the help of the ASPI system.
  • - Legal entities according to the new Civil Code, classification of legal entities, corporations, business corporations.
  • - In-term test no. 1.
  • 4. Importance of public registers for entreprising and looking up the information in registers on the internet. Introduction to the Commercial Register and related legal regulation (looking up information in the Commercial Register: full and brief data output and its informative character, Collection of documents, preconditions of an entry in the Commercial Register, forms).
  • 5. Creation and incorporation of a business corporation. Founding legal acts. Statutes. Corporate bodies. Contributions and registered capital. Acting on behalf of a business corporation prior to its creation.
  • - Case study - creation of a capital business corporation (founding acts, statutes, registered capital, contribution, share, members´ liability for obligations of the company, compulsory bodies of the company, reserve fund, persons in charge of decision of how the profit is to be distributed).
  • 6. Share in a capital business corporation. Stocks - shareholders´ rights and obligations. Corporate bonds. Equity certificate - rights and obligations of a memeber of a limited liability company. Definintion, transfers and pledge of securities in general + special regulation of stock and equity certificate.
  • - In-term test no. 2.
  • 7. Acting on behalf of a company. Extent and possible restrictions of acting on behalf of a company. Statutory bodies of companies.
  • - Members´ and statutory bodies´ liability for obligations of the company.
  • - General meeting (convenening of general meeting, proceedings of general meetings, participation in general meetings, voting at general meetings).
  • - Who in the company makes the decision of how the profit is to be distributed?
  • 8. Liquidation of a business corporation.
  • (Purpose of liquidation, liquidator, collegiate body - group of liquidators, liquidation assets, liquidation balance, liquidator´s obligations after removal of a business corporation from the Commercial Register).
  • 9. Insolvent business corporations. Introduction to insolvency register and related legal regulation.
  • (looking up information in the insolvency register, documents and acts publicly available via insolvency register and related legal regulation).
  • - In-term test no. 3.
  • 10. Conversion of business organisations. (Forms of business organisation´s conversion. Merger).
  • - Law of corporate groups (Influence, control, corporate groups. Indemnification for a detriment as a result of influence).
  • 11. Contract law after recodification I.
  • 12. Contract law after recodification II.
  • 13. Evaluation of the seminar classes. Re-take of the in-term test + alternative date of in-term tests.
  • Students of this course use the services of the following web portal www.pravoesf.cz during the classes. This portal is an outcome of an Education for Competitiveness Operational Programme project called Innovation of law education within the study fields of Finance and Financial Managment at the Faculty of Economics and Administration, Masaryk University, project identification: CZ.1.07/2.2.00/15.0189.
  • Interatctive study materials were created for the purpose of education within the course Business Law 1. These materials can be found at the web portal pravoesf.econ.muni.cz. Business Law 1 and orporate Law study materials are designated for self-study and for preparation for seminars. Please, pay attention also to the study materials of the courses Introduction to Law and European Law. There are basic legal concepts explained in the above mentioned study materials and the knowledge of these concepts is assumed for understanding the issues of the course Busines Law 1. In case of your interest in more detailed information, use the service of legal information system (ASPI) accessible from the computer laboratories and the library of Faculty of Economics and Administration. In these cases, the access to the the ASPI system is enabled by clicking on the ASPI icon on the desktop of the computer. Since the autumn semester of 2013, any student of the Faculty of Economics and Administration can also use the possibility of remotely accessing the ASPI. In that case, the ASPI is accessible via the internet from a remote desktop. Detailed description of how to login is posted on the main website of the Faculty of Economics and Administration.
Literature
    required literature
  • Šedová, J. Studijní texty „Korporátní právo“. ESF MU. Portál výuky právních předmětů ESF: Webová adresa: http://pravoesf.econ.muni.cz/. Informace o přístupových právech k webové aplikaci jsou zveřejněny v IS/Studijní materiály předmětu/Učební texty/.
  • 1. Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1
    recommended literature
  • 1. Bělohlávek, A. a kol. Komentář k zákonu o obchodních korporacích. Vprvní. Plzeň: Vydavatelství a nakladatelství Aleš Čeněk, s. r. o., 2013. ISBN 978-80-7380-451-0.
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studies are a part of seminars.
Assessment methods
The course finishes with a written exam. Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars and passing of a check test.
Caution: "Any copying, recording or leaking tests, use of unauthorized tools, aids and communication devices, or other disruptions of objectivity of exams (credit tests) will be considered non-compliance with the conditions for course completion as well as a severe violation of the study rules. Consequently, the teacher will finish the exam (credit test) by awarding grade "F" in the Information System, and the Dean will initiate disciplinary proceedings that may result in study termination."
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2018
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
JUDr. Jaromír Kožiak, Ph.D. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
Ing. Mgr. Radek Ruban, Ph.D. (lecturer)
Mgr. Ing. Martin Štěrba (seminar tutor)
Mgr. Zdeněk Houdek, Ph.D. (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
BPP_OPR1/01: Tue 9:20–11:00 VT206, J. Šedová, M. Štěrba
BPP_OPR1/02: Tue 11:05–12:45 VT206, J. Šedová, M. Štěrba
BPP_OPR1/03: Tue 12:50–14:30 VT105, J. Šedová
BPP_OPR1/04: Tue 14:35–16:15 VT105, J. Šedová, M. Štěrba
Prerequisites
The course builds on the basic knowledge and skills in the area of:
- theory of law,
- basics of private law (New Civil Code),
- company organization.
Students get the above mentioned knowledge in the following courses: Introduction to Law and Corporate Economics.
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
there are 10 fields of study the course is directly associated with, display
Course objectives
The main goal of this course is to acquaint the students with fundamental changes in the area of private law resulting from the adoption of the new Civil Code. Attention will be focused on the systematization of the new legal regulation of legal entities and their classification, which is the legal fundament for the regulation of business corporations and entrepreneurship within the Act on Business Corporations. The introductory part of the course deals with changes in private law introduced by the new Civil Code. The second part focuses on the issues of general regulation of the corporations within the new Civil Code, especially on the legal entities, their actions, enterpreneurship, legal status of an entrepeneur and the commercial register. The third part is focused on general regulation of business corporations according to the Act on Business Corporations and their classification. Other two parts comprises comparisons of individual types of business corporations, particularly the following issues are clarified: regulation of founding, establishment and dissolution of a business corporation, regulation of property relations in a trading company, and legal status of partners. The sixth part focuses on business corporation transformations to different legal forms and the law of corporate groups. During the final part of the course basic ways of handling bankruptcy of a business corporation are explained.
Learning outcomes
At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Syllabus
  • Lectures:
  • 1. Business Corporations I.
  • - General regulation of business corporations according to the Act on Business Corporations.
  • - Classification of business corporations.
  • 2. Business Corporations II.
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - preconditions for creation of business corporations;
  • - property owned by corporation (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business corporation, compulsory bodies and their power;
  • - dissolution, extinction of a corporation; dissolution of a corporation with liquidation, dissolution of a corporation without liquidation.
  • 3. Business Corporations III
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • 4. Conversion of business organization.
  • - Company division.
  • - Change in a legal form of a company.
  • - Merger.
  • - Holding company.
  • 5. Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. Introductory part where students get acquainted with the organization of the course and study materials within the Masaryk University Information System.
  • - Principles of work with legal texts and instructions of how to work with the ASPI system.
  • 2. Sources of private law - new Civil Code, Act on Business Corporations. Transformation Act. Insolvency Act.
  • - New Civil Code - principles, mandatory x directory rules, legal acts, invalidity of legal acts. Practicing basic terminology, importance of public registers for entreprising, and looking up the information in registers on the internet.
  • - Work with the ASPI system.
  • 3. Practicing basic private law terminology with the help of the ASPI system.
  • - Legal entities according to the new Civil Code, classification of legal entities, corporations, business corporations.
  • - In-term test no. 1.
  • 4. Importance of public registers for entreprising and looking up the information in registers on the internet. Introduction to the Commercial Register and related legal regulation (looking up information in the Commercial Register: full and brief data output and its informative character, Collection of documents, preconditions of an entry in the Commercial Register, forms).
  • 5. Creation and incorporation of a business corporation. Founding legal acts. Statutes. Corporate bodies. Contributions and registered capital. Acting on behalf of a business corporation prior to its creation.
  • - Case study - creation of a capital business corporation (founding acts, statutes, registered capital, contribution, share, members´ liability for obligations of the company, compulsory bodies of the company, reserve fund, persons in charge of decision of how the profit is to be distributed).
  • 6. Share in a capital business corporation. Stocks - shareholders´ rights and obligations. Corporate bonds. Equity certificate - rights and obligations of a memeber of a limited liability company. Definintion, transfers and pledge of securities in general + special regulation of stock and equity certificate.
  • - In-term test no. 2.
  • 7. Acting on behalf of a company. Extent and possible restrictions of acting on behalf of a company. Statutory bodies of companies.
  • - Members´ and statutory bodies´ liability for obligations of the company.
  • - General meeting (convenening of general meeting, proceedings of general meetings, participation in general meetings, voting at general meetings).
  • - Who in the company makes the decision of how the profit is to be distributed?
  • 8. Liquidation of a business corporation.
  • (Purpose of liquidation, liquidator, collegiate body - group of liquidators, liquidation assets, liquidation balance, liquidator´s obligations after removal of a business corporation from the Commercial Register).
  • 9. Insolvent business corporations. Introduction to insolvency register and related legal regulation.
  • (looking up information in the insolvency register, documents and acts publicly available via insolvency register and related legal regulation).
  • - In-term test no. 3.
  • 10. Conversion of business organisations. (Forms of business organisation´s conversion. Merger).
  • - Law of corporate groups (Influence, control, corporate groups. Indemnification for a detriment as a result of influence).
  • 11. Contract law after recodification I.
  • 12. Contract law after recodification II.
  • 13. Evaluation of the seminar classes. Re-take of the in-term test + alternative date of in-term tests.
  • Students of this course use the services of the following web portal www.pravoesf.cz during the classes. This portal is an outcome of an Education for Competitiveness Operational Programme project called Innovation of law education within the study fields of Finance and Financial Managment at the Faculty of Economics and Administration, Masaryk University, project identification: CZ.1.07/2.2.00/15.0189.
  • Interatctive study materials were created for the purpose of education within the course Business Law 1. These materials can be found at the web portal pravoesf.econ.muni.cz. Business Law 1 and orporate Law study materials are designated for self-study and for preparation for seminars. Please, pay attention also to the study materials of the courses Introduction to Law and European Law. There are basic legal concepts explained in the above mentioned study materials and the knowledge of these concepts is assumed for understanding the issues of the course Busines Law 1. In case of your interest in more detailed information, use the service of legal information system (ASPI) accessible from the computer laboratories and the library of Faculty of Economics and Administration. In these cases, the access to the the ASPI system is enabled by clicking on the ASPI icon on the desktop of the computer. Since the autumn semester of 2013, any student of the Faculty of Economics and Administration can also use the possibility of remotely accessing the ASPI. In that case, the ASPI is accessible via the internet from a remote desktop. Detailed description of how to login is posted on the main website of the Faculty of Economics and Administration.
Literature
    required literature
  • Šedová, J. Studijní texty „Korporátní právo“. ESF MU. Portál výuky právních předmětů ESF: Webová adresa: http://pravoesf.econ.muni.cz/. Informace o přístupových právech k webové aplikaci jsou zveřejněny v IS/Studijní materiály předmětu/Učební texty/.
  • 1. Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1
    recommended literature
  • 1. Bělohlávek, A. a kol. Komentář k zákonu o obchodních korporacích. Vprvní. Plzeň: Vydavatelství a nakladatelství Aleš Čeněk, s. r. o., 2013. ISBN 978-80-7380-451-0.
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studies are a part of seminars.
Assessment methods
The course finishes with a written exam. Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars and passing of a check test.
Caution: "Any copying, recording or leaking tests, use of unauthorized tools, aids and communication devices, or other disruptions of objectivity of exams (credit tests) will be considered non-compliance with the conditions for course completion as well as a severe violation of the study rules. Consequently, the teacher will finish the exam (credit test) by awarding grade "F" in the Information System, and the Dean will initiate disciplinary proceedings that may result in study termination."
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2017
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
prof. JUDr. Jarmila Pokorná, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
Mgr. Ing. Martin Štěrba (seminar tutor)
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
BPP_OPR1/01: Tue 9:20–11:00 VT203, J. Šedová, M. Štěrba
BPP_OPR1/02: Tue 11:05–12:45 VT203, J. Šedová, M. Štěrba
BPP_OPR1/03: Tue 12:50–14:30 VT203, J. Šedová
BPP_OPR1/04: Tue 14:35–16:15 VT203, J. Šedová, M. Štěrba
Prerequisites
The course builds on the basic knowledge and skills in the area of:
- theory of law,
- basics of private law (New Civil Code),
- company organization.
Students get the above mentioned knowledge in the following courses: Introduction to Law and Corporate Economics.
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
there are 10 fields of study the course is directly associated with, display
Course objectives
The main goal of this course is to acquaint the students with fundamental changes in the area of private law resulting from the adoption of the new Civil Code. Attention will be focused on the systematization of the new legal regulation of legal entities and their classification, which is the legal fundament for the regulation of business corporations and entrepreneurship within the Act on Business Corporations. The introductory part of the course deals with changes in private law introduced by the new Civil Code. The second part focuses on the issues of general regulation of the corporations within the new Civil Code, especially on the legal entities, their actions, enterpreneurship, legal status of an entrepeneur and the commercial register. The third part is focused on general regulation of business corporations according to the Act on Business Corporations and their classification. Other two parts comprises comparisons of individual types of business corporations, particularly the following issues are clarified: regulation of founding, establishment and dissolution of a business corporation, regulation of property relations in a trading company, and legal status of partners. The sixth part focuses on business corporation transformations to different legal forms and the law of corporate groups. During the final part of the course basic ways of handling bankruptcy of a business corporation are explained.
Learning outcomes
At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Syllabus
  • Lectures:
  • 1. Business Corporations I.
  • - General regulation of business corporations according to the Act on Business Corporations.
  • - Classification of business corporations.
  • 2. Business Corporations II.
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - preconditions for creation of business corporations;
  • - property owned by corporation (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business corporation, compulsory bodies and their power;
  • - dissolution, extinction of a corporation; dissolution of a corporation with liquidation, dissolution of a corporation without liquidation.
  • 3. Business Corporations III
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • 4. Conversion of business organization.
  • - Company division.
  • - Change in a legal form of a company.
  • - Merger.
  • - Holding company.
  • 5. Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. Introductory part where students get acquainted with the organization of the course and study materials within the Masaryk University Information System.
  • - Principles of work with legal texts and instructions of how to work with the ASPI system.
  • 2. Sources of private law - new Civil Code, Act on Business Corporations. Transformation Act. Insolvency Act.
  • - New Civil Code - principles, mandatory x directory rules, legal acts, invalidity of legal acts. Practicing basic terminology, importance of public registers for entreprising, and looking up the information in registers on the internet.
  • - Work with the ASPI system.
  • 3. Practicing basic private law terminology with the help of the ASPI system.
  • - Legal entities according to the new Civil Code, classification of legal entities, corporations, business corporations.
  • - In-term test no. 1.
  • 4. Importance of public registers for entreprising and looking up the information in registers on the internet. Introduction to the Commercial Register and related legal regulation (looking up information in the Commercial Register: full and brief data output and its informative character, Collection of documents, preconditions of an entry in the Commercial Register, forms).
  • 5. Creation and incorporation of a business corporation. Founding legal acts. Statutes. Corporate bodies. Contributions and registered capital. Acting on behalf of a business corporation prior to its creation.
  • - Case study - creation of a capital business corporation (founding acts, statutes, registered capital, contribution, share, members´ liability for obligations of the company, compulsory bodies of the company, reserve fund, persons in charge of decision of how the profit is to be distributed).
  • 6. Share in a capital business corporation. Stocks - shareholders´ rights and obligations. Corporate bonds. Equity certificate - rights and obligations of a memeber of a limited liability company. Definintion, transfers and pledge of securities in general + special regulation of stock and equity certificate.
  • - In-term test no. 2.
  • 7. Acting on behalf of a company. Extent and possible restrictions of acting on behalf of a company. Statutory bodies of companies.
  • - Members´ and statutory bodies´ liability for obligations of the company.
  • - General meeting (convenening of general meeting, proceedings of general meetings, participation in general meetings, voting at general meetings).
  • - Who in the company makes the decision of how the profit is to be distributed?
  • 8. Liquidation of a business corporation.
  • (Purpose of liquidation, liquidator, collegiate body - group of liquidators, liquidation assets, liquidation balance, liquidator´s obligations after removal of a business corporation from the Commercial Register).
  • 9. Insolvent business corporations. Introduction to insolvency register and related legal regulation.
  • (looking up information in the insolvency register, documents and acts publicly available via insolvency register and related legal regulation).
  • - In-term test no. 3.
  • 10. Conversion of business organisations. (Forms of business organisation´s conversion. Merger).
  • - Law of corporate groups (Influence, control, corporate groups. Indemnification for a detriment as a result of influence).
  • 11. Contract law after recodification I.
  • 12. Contract law after recodification II.
  • 13. Evaluation of the seminar classes. Re-take of the in-term test + alternative date of in-term tests.
  • Students of this course use the services of the following web portal www.pravoesf.cz during the classes. This portal is an outcome of an Education for Competitiveness Operational Programme project called Innovation of law education within the study fields of Finance and Financial Managment at the Faculty of Economics and Administration, Masaryk University, project identification: CZ.1.07/2.2.00/15.0189.
  • Interatctive study materials were created for the purpose of education within the course Business Law 1. These materials can be found at the web portal pravoesf.econ.muni.cz. Business Law 1 and orporate Law study materials are designated for self-study and for preparation for seminars. Please, pay attention also to the study materials of the courses Introduction to Law and European Law. There are basic legal concepts explained in the above mentioned study materials and the knowledge of these concepts is assumed for understanding the issues of the course Busines Law 1. In case of your interest in more detailed information, use the service of legal information system (ASPI) accessible from the computer laboratories and the library of Faculty of Economics and Administration. In these cases, the access to the the ASPI system is enabled by clicking on the ASPI icon on the desktop of the computer. Since the autumn semester of 2013, any student of the Faculty of Economics and Administration can also use the possibility of remotely accessing the ASPI. In that case, the ASPI is accessible via the internet from a remote desktop. Detailed description of how to login is posted on the main website of the Faculty of Economics and Administration.
Literature
    required literature
  • Šedová, J. Studijní texty „Korporátní právo“. ESF MU. Portál výuky právních předmětů ESF: Webová adresa: http://pravoesf.econ.muni.cz/. Informace o přístupových právech k webové aplikaci jsou zveřejněny v IS/Studijní materiály předmětu/Učební texty/.
  • 1. Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1
    recommended literature
  • 1. Bělohlávek, A. a kol. Komentář k zákonu o obchodních korporacích. Vprvní. Plzeň: Vydavatelství a nakladatelství Aleš Čeněk, s. r. o., 2013. ISBN 978-80-7380-451-0.
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studies are a part of seminars.
Assessment methods
The course finishes with a written exam. Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars and passing of a check test.
Caution: "Any copying, recording or leaking tests, use of unauthorized tools, aids and communication devices, or other disruptions of objectivity of exams (credit tests) will be considered non-compliance with the conditions for course completion as well as a severe violation of the study rules. Consequently, the teacher will finish the exam (credit test) by awarding grade "F" in the Information System, and the Dean will initiate disciplinary proceedings that may result in study termination."
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2016
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
prof. JUDr. Jarmila Pokorná, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
JUDr. Jindřiška Šedová, CSc. (lecturer)
JUDr. Marcela Fryštenská, Ph.D. (seminar tutor)
Ing. Lucie Příkaská (assistant)
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
BPP_OPR1/01: Tue 9:20–11:00 VT203, M. Fryštenská, J. Šedová
BPP_OPR1/02: Tue 11:05–12:45 VT203, M. Fryštenská, J. Šedová
BPP_OPR1/03: Tue 12:50–14:30 VT203, M. Fryštenská, J. Šedová
BPP_OPR1/04: Tue 14:35–16:15 VT203, M. Fryštenská, J. Šedová
Prerequisites
The course builds on the basic knowledge and skills in the area of:
- theory of law,
- basics of private law (New Civil Code),
- company organization.
Students get the above mentioned knowledge in the following courses: Introduction to Law and Corporate Economics.
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
there are 10 fields of study the course is directly associated with, display
Course objectives
The main goal of this course is to acquaint the students with fundamental changes in the area of private law resulting from the adoption of the new Civil Code. Attention will be focused on the systematization of the new legal regulation of legal entities and their classification, which is the legal fundament for the regulation of business corporations and entrepreneurship within the Act on Business Corporations. The introductory part of the course deals with changes in private law introduced by the new Civil Code. The second part focuses on the issues of general regulation of the corporations within the new Civil Code, especially on the legal entities, their actions, enterpreneurship, legal status of an entrepeneur and the commercial register. The third part is focused on general regulation of business corporations according to the Act on Business Corporations and their classification. Other two parts comprises comparisons of individual types of business corporations, particularly the following issues are clarified: regulation of founding, establishment and dissolution of a business corporation, regulation of property relations in a trading company, and legal status of partners. The sixth part focuses on business corporation transformations to different legal forms and the law of corporate groups. During the final part of the course basic ways of handling bankruptcy of a business corporation are explained.

At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Syllabus
  • Lectures:
  • 1. Business Corporations I.
  • - General regulation of business corporations according to the Act on Business Corporations.
  • - Classification of business corporations.
  • 2. Business Corporations II.
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - preconditions for creation of business corporations;
  • - property owned by corporation (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business corporation, compulsory bodies and their power;
  • - dissolution, extinction of a corporation; dissolution of a corporation with liquidation, dissolution of a corporation without liquidation.
  • 3. Business Corporations III
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • 4. Conversion of business organization.
  • - Company division.
  • - Change in a legal form of a company.
  • - Merger.
  • - Holding company.
  • 5. Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. Introductory part where students get acquainted with the organization of the course and study materials within the Masaryk University Information System.
  • - Principles of work with legal texts and instructions of how to work with the ASPI system.
  • 2. Sources of private law - new Civil Code, Act on Business Corporations. Transformation Act. Insolvency Act.
  • - New Civil Code - principles, mandatory x directory rules, legal acts, invalidity of legal acts. Practicing basic terminology, importance of public registers for entreprising, and looking up the information in registers on the internet.
  • - Work with the ASPI system.
  • 3. Practicing basic private law terminology with the help of the ASPI system.
  • - Legal entities according to the new Civil Code, classification of legal entities, corporations, business corporations.
  • - In-term test no. 1.
  • 4. Importance of public registers for entreprising and looking up the information in registers on the internet. Introduction to the Commercial Register and related legal regulation (looking up information in the Commercial Register: full and brief data output and its informative character, Collection of documents, preconditions of an entry in the Commercial Register, forms).
  • 5. Creation and incorporation of a business corporation. Founding legal acts. Statutes. Corporate bodies. Contributions and registered capital. Acting on behalf of a business corporation prior to its creation.
  • - Case study - creation of a capital business corporation (founding acts, statutes, registered capital, contribution, share, members´ liability for obligations of the company, compulsory bodies of the company, reserve fund, persons in charge of decision of how the profit is to be distributed).
  • 6. Share in a capital business corporation. Stocks - shareholders´ rights and obligations. Corporate bonds. Equity certificate - rights and obligations of a memeber of a limited liability company. Definintion, transfers and pledge of securities in general + special regulation of stock and equity certificate.
  • - In-term test no. 2.
  • 7. Acting on behalf of a company. Extent and possible restrictions of acting on behalf of a company. Statutory bodies of companies.
  • - Members´ and statutory bodies´ liability for obligations of the company.
  • - General meeting (convenening of general meeting, proceedings of general meetings, participation in general meetings, voting at general meetings).
  • - Who in the company makes the decision of how the profit is to be distributed?
  • 8. Liquidation of a business corporation.
  • (Purpose of liquidation, liquidator, collegiate body - group of liquidators, liquidation assets, liquidation balance, liquidator´s obligations after removal of a business corporation from the Commercial Register).
  • 9. Insolvent business corporations. Introduction to insolvency register and related legal regulation.
  • (looking up information in the insolvency register, documents and acts publicly available via insolvency register and related legal regulation).
  • - In-term test no. 3.
  • 10. Conversion of business organisations. (Forms of business organisation´s conversion. Merger).
  • - Law of corporate groups (Influence, control, corporate groups. Indemnification for a detriment as a result of influence).
  • 11. Contract law after recodification I.
  • 12. Contract law after recodification II.
  • 13. Evaluation of the seminar classes. Re-take of the in-term test + alternative date of in-term tests.
  • Students of this course use the services of the following web portal www.pravoesf.cz during the classes. This portal is an outcome of an Education for Competitiveness Operational Programme project called Innovation of law education within the study fields of Finance and Financial Managment at the Faculty of Economics and Administration, Masaryk University, project identification: CZ.1.07/2.2.00/15.0189.
  • Interatctive study materials were created for the purpose of education within the course Business Law 1. These materials can be found at the web portal pravoesf.econ.muni.cz. Business Law 1 and orporate Law study materials are designated for self-study and for preparation for seminars. Please, pay attention also to the study materials of the courses Introduction to Law and European Law. There are basic legal concepts explained in the above mentioned study materials and the knowledge of these concepts is assumed for understanding the issues of the course Busines Law 1. In case of your interest in more detailed information, use the service of legal information system (ASPI) accessible from the computer laboratories and the library of Faculty of Economics and Administration. In these cases, the access to the the ASPI system is enabled by clicking on the ASPI icon on the desktop of the computer. Since the autumn semester of 2013, any student of the Faculty of Economics and Administration can also use the possibility of remotely accessing the ASPI. In that case, the ASPI is accessible via the internet from a remote desktop. Detailed description of how to login is posted on the main website of the Faculty of Economics and Administration.
Literature
    required literature
  • Šedová, J. Studijní texty „Korporátní právo“. ESF MU. Portál výuky právních předmětů ESF: Webová adresa: http://pravoesf.econ.muni.cz/. Informace o přístupových právech k webové aplikaci jsou zveřejněny v IS/Studijní materiály předmětu/Učební texty/.
  • 1. Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1
    recommended literature
  • 1. Bělohlávek, A. a kol. Komentář k zákonu o obchodních korporacích. Vprvní. Plzeň: Vydavatelství a nakladatelství Aleš Čeněk, s. r. o., 2013. ISBN 978-80-7380-451-0.
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studies are a part of seminars.
Assessment methods
The course finishes with a written exam. Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars and passing of a check test.
Caution: "Any copying, recording or leaking tests, use of unauthorized tools, aids and communication devices, or other disruptions of objectivity of exams (credit tests) will be considered non-compliance with the conditions for course completion as well as a severe violation of the study rules. Consequently, the teacher will finish the exam (credit test) by awarding grade "F" in the Information System, and the Dean will initiate disciplinary proceedings that may result in study termination."
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
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.

logo image
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2015
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
prof. JUDr. Jarmila Pokorná, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
JUDr. Marcela Fryštenská, Ph.D. (assistant)
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
BPP_OPR1/01: Tue 9:20–11:00 VT203, J. Šedová, D. Šramková
BPP_OPR1/02: Tue 11:05–12:45 VT203, J. Šedová, D. Šramková
BPP_OPR1/03: Tue 12:50–14:30 VT203, J. Šedová, D. Šramková
BPP_OPR1/04: Tue 14:35–16:15 VT203, J. Šedová, D. Šramková
BPP_OPR1/05: each even Wednesday 16:20–19:35 VT203, J. Mervartová, J. Šedová
Prerequisites
! PPOPRI Business Law I
The course builds on the basic knowledge and skills in the area of:
- theory of law,
- basics of private law (New Civil Code),
- company organization.
Students get the above mentioned knowledge in the following courses: Introduction to Law and Corporate Economics.
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
there are 10 fields of study the course is directly associated with, display
Course objectives
The main goal of this course is to acquaint the students with fundamental changes in the area of private law resulting from the adoption of the new Civil Code. Attention will be focused on the systematization of the new legal regulation of legal entities and their classification, which is the legal fundament for the regulation of business corporations and entrepreneurship within the Act on Business Corporations. The introductory part of the course deals with changes in private law introduced by the new Civil Code. The second part focuses on the issues of general regulation of the corporations within the new Civil Code, especially on the legal entities, their actions, enterpreneurship, legal status of an entrepeneur and the commercial register. The third part is focused on general regulation of business corporations according to the Act on Business Corporations and their classification. Other two parts comprises comparisons of individual types of business corporations, particularly the following issues are clarified: regulation of founding, establishment and dissolution of a business corporation, regulation of property relations in a trading company, and legal status of partners. The sixth part focuses on business corporation transformations to different legal forms and the law of corporate groups. During the final part of the course basic ways of handling bankruptcy of a business corporation are explained.

At the end of this course students will be able:
- to explain the basic legal rules of individual forms of business corporations;
- to analyze legal rules of ownership rights application by business corporation 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 work with basic legal documents of private law in order to be able to interpret and apply them to concrete facts from the corporate environment.
Syllabus
  • Lectures:
  • 1. Business Corporations I.
  • - General regulation of business corporations according to the Act on Business Corporations.
  • - Classification of business corporations.
  • 2. Business Corporations II.
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - preconditions for creation of business corporations;
  • - property owned by corporation (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business corporation, compulsory bodies and their power;
  • - dissolution, extinction of a corporation; dissolution of a corporation with liquidation, dissolution of a corporation without liquidation.
  • 3. Business Corporations III
  • Comparison (differences) of unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. in CZ):
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • 4. Conversion of business organization.
  • - Company division.
  • - Change in a legal form of a company.
  • - Merger.
  • - Holding company.
  • 5. Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. Introductory part where students get acquainted with the organization of the course and study materials within the Masaryk University Information System.
  • - Principles of work with legal texts and instructions of how to work with the ASPI system.
  • 2. Sources of private law - new Civil Code, Act on Business Corporations. Transformation Act. Insolvency Act.
  • - New Civil Code - principles, mandatory x directory rules, legal acts, invalidity of legal acts. Practicing basic terminology, importance of public registers for entreprising, and looking up the information in registers on the internet.
  • - Work with the ASPI system.
  • 3. Practicing basic private law terminology with the help of the ASPI system.
  • - Legal entities according to the new Civil Code, classification of legal entities, corporations, business corporations.
  • - In-term test no. 1.
  • 4. Importance of public registers for entreprising and looking up the information in registers on the internet. Introduction to the Commercial Register and related legal regulation (looking up information in the Commercial Register: full and brief data output and its informative character, Collection of documents, preconditions of an entry in the Commercial Register, forms).
  • 5. Creation and incorporation of a business corporation. Founding legal acts. Statutes. Corporate bodies. Contributions and registered capital. Acting on behalf of a business corporation prior to its creation.
  • - Case study - creation of a capital business corporation (founding acts, statutes, registered capital, contribution, share, members´ liability for obligations of the company, compulsory bodies of the company, reserve fund, persons in charge of decision of how the profit is to be distributed).
  • 6. Share in a capital business corporation. Stocks - shareholders´ rights and obligations. Corporate bonds. Equity certificate - rights and obligations of a memeber of a limited liability company. Definintion, transfers and pledge of securities in general + special regulation of stock and equity certificate.
  • - In-term test no. 2.
  • 7. Acting on behalf of a company. Extent and possible restrictions of acting on behalf of a company. Statutory bodies of companies.
  • - Members´ and statutory bodies´ liability for obligations of the company.
  • - General meeting (convenening of general meeting, proceedings of general meetings, participation in general meetings, voting at general meetings).
  • - Who in the company makes the decision of how the profit is to be distributed?
  • 8. Liquidation of a business corporation.
  • (Purpose of liquidation, liquidator, collegiate body - group of liquidators, liquidation assets, liquidation balance, liquidator´s obligations after removal of a business corporation from the Commercial Register).
  • 9. Insolvent business corporations. Introduction to insolvency register and related legal regulation.
  • (looking up information in the insolvency register, documents and acts publicly available via insolvency register and related legal regulation).
  • - In-term test no. 3.
  • 10. Conversion of business organisations. (Forms of business organisation´s conversion. Merger).
  • - Law of corporate groups (Influence, control, corporate groups. Indemnification for a detriment as a result of influence).
  • 11. Contract law after recodification I.
  • 12. Contract law after recodification II.
  • 13. Evaluation of the seminar classes. Re-take of the in-term test + alternative date of in-term tests.
  • Students of this course use the services of the following web portal www.pravoesf.cz during the classes. This portal is an outcome of an Education for Competitiveness Operational Programme project called Innovation of law education within the study fields of Finance and Financial Managment at the Faculty of Economics and Administration, Masaryk University, project identification: CZ.1.07/2.2.00/15.0189.
  • Interatctive study materials were created for the purpose of education within the course Business Law 1. These materials can be found at the web portal pravoesf.econ.muni.cz. Business Law 1 and orporate Law study materials are designated for self-study and for preparation for seminars. Please, pay attention also to the study materials of the courses Introduction to Law and European Law. There are basic legal concepts explained in the above mentioned study materials and the knowledge of these concepts is assumed for understanding the issues of the course Busines Law 1. In case of your interest in more detailed information, use the service of legal information system (ASPI) accessible from the computer laboratories and the library of Faculty of Economics and Administration. In these cases, the access to the the ASPI system is enabled by clicking on the ASPI icon on the desktop of the computer. Since the autumn semester of 2013, any student of the Faculty of Economics and Administration can also use the possibility of remotely accessing the ASPI. In that case, the ASPI is accessible via the internet from a remote desktop. Detailed description of how to login is posted on the main website of the Faculty of Economics and Administration.
Literature
    required literature
  • Šedová J. Studijní texty „Obchodní právo 1“. ESF 2014. Portál výuky právních předmětů ESF: Webová adresa: pravoesf.econ.muni.cz. Informace o oprávnění ke vstupu do webové aplikace je k dispozici ve Stud. materiálech předmětu v IS ESF MU.
  • 2) Rozehnal, A. et al. Obchodní právo. Plzeň: Aleš Čeněk, 2014. 730 s. ISBN 978-80-7380-524-1.
    recommended literature
  • 1. Bělohlávek, A. a kol. Komentář k zákonu o obchodních korporacích. Vprvní. Plzeň: Vydavatelství a nakladatelství Aleš Čeněk, s. r. o., 2013. ISBN 978-80-7380-451-0.
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studies are a part of seminars.
Assessment methods
The course finishes with a written exam. Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars and passing of a check test.
Caution: "Any copying, recording or leaking tests, use of unauthorized tools, aids and communication devices, or other disruptions of objectivity of exams (credit tests) will be considered non-compliance with the conditions for course completion as well as a severe violation of the study rules. Consequently, the teacher will finish the exam (credit test) by awarding grade "F" in the Information System, and the Dean will initiate disciplinary proceedings that may result in study termination."
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Nezapisují si studenti, kteří absolvovali předmět PPOPRI. Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
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.

logo image
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2014
Extent and Intensity
1/2/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
prof. JUDr. Jarmila Pokorná, CSc. (lecturer)
JUDr. Dana Šramková, Ph.D., MBA (seminar tutor)
JUDr. Jindřiška Šedová, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
JUDr. Jana Mervartová (seminar tutor)
Ing. Anna Melichová (assistant)
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
Timetable of Seminar Groups
BPP_OPR1/01: Tue 9:20–11:00 VT203, J. Šedová, D. Šramková
BPP_OPR1/02: Tue 11:05–12:45 VT203, J. Šedová, D. Šramková
BPP_OPR1/03: Tue 12:50–14:30 VT203, J. Šedová, D. Šramková
BPP_OPR1/04: Tue 14:35–16:15 VT203, J. Šedová, D. Šramková
BPP_OPR1/05: Thu 17:10–18:45 VT204, J. Mervartová, J. Šedová
BPP_OPR1/06: Thu 18:50–20:25 VT204, J. Mervartová, J. Šedová
Prerequisites
! PPOPRI Business Law I
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 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
there are 10 fields of study the course is directly associated with, display
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 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
  • Lectures:
  • 1. Commercial law (subject matter, system, sources).
  • a) general conditions for business activity and its entities. Entrepreneurs, conditions for business activity, corporate name.
  • b) legal negotiation in business activity.
  • - authorized representatives of business organizations;
  • - manner of acting on behalf of a company, bindig effect of legal acts made on behalf of the company, proctor´s actions;
  • - Commercial Register.
  • c) Business activity of foreign persons.
  • 2. Business organizations I
  • a) general regulation of business organization. Classification of business organization.
  • b) Comparison (differences) – unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - preconditions for creation of business organizations;
  • - property owned by company (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business organization, compulsory bodies and their power;
  • - dissolution, extinction; dissolution of a company with liquidation, dissolution of a company without liquidation.
  • 3. Business organizations II
  • a) comparison (differences), unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • b) Conversion of business organization.
  • c) Company division.
  • d) Change in a legal form of a company.
  • e) Merger.
  • f) Holding company.
  • - real holding company and contractual holding company;
  • - contract to control the company;
  • - relationship between the controlling and controlled person not regulated by the contract to control the company.
  • 5. Commercial liabilities.
  • Commercial contracts overview. Contract of sale vs. Contract for work done.
  • P> 6. Commercial disputes resolution in judicial proceedings.
  • Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. How to commence business activity. Procedure followed in commencement of the operation of trade. Basic duties of trader. Public registers´ copies of an entry (Register of Trades, Commercial Register, Criminal Records, Commercial Journal, etc.). Subsidiary companies of Czech business entities abroad.
  • 2. Entrepreneur´s actions. Legal representation. Registered agents acting on behalf of the company. Manner and scope of actions of board of directors of a stock corporation. Proctor´s actions. General meeting and its competence. Shareholder and proxy participation in general meeting.
  • 3. Shareholder´s status. Share minority. Conditions for transfer of registered shares. Dividend payment. Sale of company shares. Shareholder right to preferential proportional repurchase of shares.
  • 4. Performance of duties by authorized representatives. Due diligence. Authorized representatives‘ liability for damage. Influence of the controlling person on the controlled person.
  • 5. Unfair competition. Protection against fraudulent practices in business activity. Unauthorized business activity.
  • 6. Commercial obligations. Legal regime. Contractual fine. Interest on late payment. Liquidated damages. Withdrawal from contract. Acknowledgement of obligation. Limitation of obligation.
Literature
    required literature
  • Šedová J. Studijní texty „Obchodní právo 1“. ESF 2014. Portál výuky právních předmětů ESF: Webová adresa: pravoesf.econ.muni.cz. Informace o oprávnění ke vstupu do webové aplikace je k dispozici ve Stud. materiálech předmětu v IS ESF MU.
    recommended literature
  • 1. Bělohlávek, A. a kol. Komentář k zákonu o obchodních korporacích. Vprvní. Plzeň: Vydavatelství a nakladatelství Aleš Čeněk, s. r. o., 2013. ISBN 978-80-7380-451-0.
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
  • Zákon č. 513/1991 Sb., obchodní zákoník, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studiesare a part of a seminar.
Assessment methods
The course finishes with a written exam.Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars, passing of a check test.
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Nezapisují si studenti, kteří absolvovali předmět PPOPRI. Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
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.

logo image
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2013, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2013
Extent and Intensity
1/1/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
prof. JUDr. Jarmila Pokorná, CSc. (lecturer)
JUDr. Dana Šramková, Ph.D., MBA (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
Timetable
each odd Wednesday 18:00–19:35 P101
  • Timetable of Seminar Groups:
BPP_OPR1/01: each odd Tuesday 11:05–12:45 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/02: each even Tuesday 11:05–12:45 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/03: each odd Tuesday 12:50–14:30 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/04: each even Tuesday 12:50–14:30 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/05: each odd Thursday 17:10–18:45 VT204, A. Konečný, J. Šedová
BPP_OPR1/06: each odd Thursday 18:50–20:25 VT204, A. Konečný, J. Šedová
BPP_OPR1/07: each odd Tuesday 14:35–16:15 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/08: each even Tuesday 14:35–16:15 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/09: each odd Tuesday 9:20–11:00 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/10: each even Tuesday 9:20–11:00 VT203, A. Konečný, J. Šedová, D. Šramková
Prerequisites
! PPOPRI Business Law I
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 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
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 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
  • Lectures:
  • 1. Commercial law (subject matter, system, sources).
  • a) general conditions for business activity and its entities. Entrepreneurs, conditions for business activity, corporate name.
  • b) legal negotiation in business activity.
  • - authorized representatives of business organizations;
  • - manner of acting on behalf of a company, bindig effect of legal acts made on behalf of the company, proctor´s actions;
  • - Commercial Register.
  • c) Business activity of foreign persons.
  • 2. Business organizations I
  • a) general regulation of business organization. Classification of business organization.
  • b) Comparison (differences) – unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - preconditions for creation of business organizations;
  • - property owned by company (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business organization, compulsory bodies and their power;
  • - dissolution, extinction; dissolution of a company with liquidation, dissolution of a company without liquidation.
  • 3. Business organizations II
  • a) comparison (differences), unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • b) Conversion of business organization.
  • c) Company division.
  • d) Change in a legal form of a company.
  • e) Merger.
  • f) Holding company.
  • - real holding company and contractual holding company;
  • - contract to control the company;
  • - relationship between the controlling and controlled person not regulated by the contract to control the company.
  • Chybí 4
  • 5. Commercial liabilities.
  • Commercial contracts overview. Contract of sale vs. Contract for work done.
  • P> 6. Commercial disputes resolution in judicial proceedings.
  • Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. How to commence business activity. Procedure followed in commencement of the operation of trade. Basic duties of trader. Public registers´ copies of an entry (Register of Trades, Commercial Register, Criminal Records, Commercial Journal, etc.). Subsidiary companies of Czech business entities abroad.
  • 2. Entrepreneur´s actions. Legal representation. Registered agents acting on behalf of the company. Manner and scope of actions of board of directors of a stock corporation. Proctor´s actions. General meeting and its competence. Shareholder and proxy participation in general meeting.
  • 3. Shareholder´s status. Share minority. Conditions for transfer of registered shares. Dividend payment. Sale of company shares. Shareholder right to preferential proportional repurchase of shares.
  • 4. Performance of duties by authorized representatives. Due diligence. Authorized representatives‘ liability for damage. Influence of the controlling person on the controlled person.
  • 5. Unfair competition. Protection against fraudulent practices in business activity. Unauthorized business activity.
  • 6. Commercial obligations. Legal regime. Contractual fine. Interest on late payment. Liquidated damages. Withdrawal from contract. Acknowledgement of obligation. Limitation of obligation.
Literature
    required literature
  • Šedová J. Studijní texty „Obchodní právo 1“. ESF 2012. Portál výuky právních předmětů ESF: Webová adresa: pravoesf.econ.muni.cz. Informace o oprávnění ke vstupu do webové aplikace je k dispozici ve Stud. materiálech předmětu v IS ESF MU.
  • 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. 455/1991 Sb., o živnostenském podnikání, v pozdějším znění
    not specified
  • Zákon č.89/2012 Sb., občanský zákoník, v pozdějším znění
  • Zákon č.90/2012 Sb., zákon o obchodních korporacích, v pozdějším znění
  • Zákon č. 513/1991 Sb., obchodní zákoník, v pozdějším znění
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studiesare a part of a seminar.
Assessment methods
The course finishes with a written exam.Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars, passing of a check test.
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Nezapisují si studenti, kteří absolvovali předmět PPOPRI. Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2012, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2012
Extent and Intensity
1/1/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
prof. JUDr. Jarmila Pokorná, CSc. (lecturer)
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
Timetable
each odd Wednesday 18:00–19:35 P101
  • Timetable of Seminar Groups:
BPP_OPR1/01: each odd Tuesday 11:05–12:45 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/02: each even Tuesday 11:05–12:45 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/03: each odd Tuesday 12:50–14:30 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/04: each even Tuesday 12:50–14:30 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/05: each odd Thursday 17:10–18:45 VT206, A. Konečný, J. Šedová
BPP_OPR1/06: each odd Thursday 18:50–20:25 VT206, A. Konečný, J. Šedová
BPP_OPR1/07: each odd Tuesday 14:35–16:15 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/08: each even Tuesday 14:35–16:15 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/09: each odd Tuesday 9:20–11:00 VT203, A. Konečný, J. Šedová, D. Šramková
BPP_OPR1/10: each even Tuesday 9:20–11:00 VT203, A. Konečný, J. Šedová, D. Šramková
Prerequisites
! PPOPRI Business Law I
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 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
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 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
  • Lectures:
  • 1. Commercial law (subject matter, system, sources).
  • a) general conditions for business activity and its entities. Entrepreneurs, conditions for business activity, corporate name.
  • b) legal negotiation in business activity.
  • - authorized representatives of business organizations;
  • - manner of acting on behalf of a company, bindig effect of legal acts made on behalf of the company, proctor´s actions;
  • - Commercial Register.
  • c) Business activity of foreign persons.
  • 2. Business organizations I
  • a) general regulation of business organization. Classification of business organization.
  • b) Comparison (differences) – unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - preconditions for creation of business organizations;
  • - property owned by company (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business organization, compulsory bodies and their power;
  • - dissolution, extinction; dissolution of a company with liquidation, dissolution of a company without liquidation.
  • 3. Business organizations II
  • a) comparison (differences), unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • b) Conversion of business organization.
  • c) Company division.
  • d) Change in a legal form of a company.
  • e) Merger.
  • f) Holding company.
  • - real holding company and contractual holding company;
  • - contract to control the company;
  • - relationship between the controlling and controlled person not regulated by the contract to control the company.
  • Chybí 4
  • 5. Commercial liabilities.
  • Commercial contracts overview. Contract of sale vs. Contract for work done.
  • P> 6. Commercial disputes resolution in judicial proceedings.
  • Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. How to commence business activity. Procedure followed in commencement of the operation of trade. Basic duties of trader. Public registers´ copies of an entry (Register of Trades, Commercial Register, Criminal Records, Commercial Journal, etc.). Subsidiary companies of Czech business entities abroad.
  • 2. Entrepreneur´s actions. Legal representation. Registered agents acting on behalf of the company. Manner and scope of actions of board of directors of a stock corporation. Proctor´s actions. General meeting and its competence. Shareholder and proxy participation in general meeting.
  • 3. Shareholder´s status. Share minority. Conditions for transfer of registered shares. Dividend payment. Sale of company shares. Shareholder right to preferential proportional repurchase of shares.
  • 4. Performance of duties by authorized representatives. Due diligence. Authorized representatives‘ liability for damage. Influence of the controlling person on the controlled person.
  • 5. Unfair competition. Protection against fraudulent practices in business activity. Unauthorized business activity.
  • 6. Commercial obligations. Legal regime. Contractual fine. Interest on late payment. Liquidated damages. Withdrawal from contract. Acknowledgement of obligation. Limitation of obligation.
Literature
    required literature
  • Šedová J. Studijní texty „Obchodní právo 1“. ESF 2012. Portál výuky právních předmětů ESF: Webová adresa: pravoesf.econ.muni.cz. Oprávnění ke vstupu do webové aplikace je k dispozici od 1.4.2012 ve Stud. materiálech předmětu v IS ESF MU.
  • 2. Švarc a kol.: „Základy obchodního práva“, Vydavatelství Čeněk, Plzeň 2011, ISBN 978-80-7380-322-3
    recommended literature
  • 1. 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, ve znění pozdějších předpisů
    not specified
  • Zákon č. 455/1991 Sb., o živnostenském podnikání, ve znění pozdějších předpisů
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studiesare a part of a seminar.
Assessment methods
The course finishes with a written exam.Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars, passing of a check test.
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Nezapisují si studenti, kteří absolvovali předmět PPOPRI. Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2010, Spring 2011, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2011
Extent and Intensity
1/1/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
JUDr. Jindřiška Šedová, CSc. (lecturer)
JUDr. Dana Šramková, Ph.D., MBA (seminar tutor)
prof. JUDr. Jarmila Pokorná, 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.
Timetable
each odd Wednesday 18:00–19:35 P101
  • Timetable of Seminar Groups:
BPP_OPR1/01: each odd Tuesday 11:05–12:45 VT203, J. Šedová, D. Šramková
BPP_OPR1/02: each even Tuesday 11:05–12:45 VT203, J. Šedová, D. Šramková
BPP_OPR1/03: each odd Tuesday 12:50–14:30 VT203, J. Šedová, D. Šramková
BPP_OPR1/04: each even Tuesday 12:50–14:30 VT203, J. Šedová, D. Šramková
BPP_OPR1/05: each odd Thursday 17:10–18:45 VT206, D. Hrabincová, J. Šedová
BPP_OPR1/06: each odd Thursday 18:50–20:25 VT206, J. Šedová, D. Šramková
BPP_OPR1/07: each odd Tuesday 14:35–16:15 VT203, J. Šedová, D. Šramková
BPP_OPR1/08: each even Tuesday 14:35–16:15 VT203, J. Šedová
BPP_OPR1/09: each odd Tuesday 9:20–11:00 VT203, J. Šedová, D. Šramková
BPP_OPR1/10: each even Tuesday 9:20–11:00 VT203, J. Šedová, D. Šramková
Prerequisites
! PPOPRI Business Law I
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 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
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 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
  • Lectures:
  • 1. Commercial law (subject matter, system, sources).
  • a) general conditions for business activity and its entities. Entrepreneurs, conditions for business activity, corporate name.
  • b) legal negotiation in business activity.
  • - authorized representatives of business organizations;
  • - manner of acting on behalf of a company, bindig effect of legal acts made on behalf of the company, proctor´s actions;
  • - Commercial Register.
  • c) Business activity of foreign persons.
  • 2. Business organizations I
  • a) general regulation of business organization. Classification of business organization.
  • b) Comparison (differences) – unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - preconditions for creation of business organizations;
  • - property owned by company (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business organization, compulsory bodies and their power;
  • - dissolution, extinction; dissolution of a company with liquidation, dissolution of a company without liquidation.
  • 3. Business organizations II
  • a) comparison (differences), unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • b) Conversion of business organization.
  • c) Company division.
  • d) Change in a legal form of a company.
  • e) Merger.
  • f) Holding company.
  • - real holding company and contractual holding company;
  • - contract to control the company;
  • - relationship between the controlling and controlled person not regulated by the contract to control the company.
  • Chybí 4
  • 5. Commercial liabilities.
  • Commercial contracts overview. Contract of sale vs. Contract for work done.
  • P> 6. Commercial disputes resolution in judicial proceedings.
  • Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. How to commence business activity. Procedure followed in commencement of the operation of trade. Basic duties of trader. Public registers´ copies of an entry (Register of Trades, Commercial Register, Criminal Records, Commercial Journal, etc.). Subsidiary companies of Czech business entities abroad.
  • 2. Entrepreneur´s actions. Legal representation. Registered agents acting on behalf of the company. Manner and scope of actions of board of directors of a stock corporation. Proctor´s actions. General meeting and its competence. Shareholder and proxy participation in general meeting.
  • 3. Shareholder´s status. Share minority. Conditions for transfer of registered shares. Dividend payment. Sale of company shares. Shareholder right to preferential proportional repurchase of shares.
  • 4. Performance of duties by authorized representatives. Due diligence. Authorized representatives‘ liability for damage. Influence of the controlling person on the controlled person.
  • 5. Unfair competition. Protection against fraudulent practices in business activity. Unauthorized business activity.
  • 6. Commercial obligations. Legal regime. Contractual fine. Interest on late payment. Liquidated damages. Withdrawal from contract. Acknowledgement of obligation. Limitation of obligation.
Literature
  • 1. Švarc, Z. a kol. Základy obchodního práva. Plzeň : Vydavatelství a nakladatelství Aleš Čeněk, s.r.o., 2005, 476 s., ISBN 86898-51-2.
  • 2. Eliáš,K.,Bartošíková,M.,Pokorná,J. a kol. Kurz obchodního práva. Právnické osoby jako podnikatelé. 5. vyd. Praha: C.H.BECK, 2005. 617 s. ISBN 8071793914.
  • 3. Doporučená literatura: Eliáš, K.: Akciová společnost. Systematický výklad obecného akciového práva se zřetelem k jeho reformě. Linde, Praha 2000
  • 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
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studiesare a part of a seminar.
Assessment methods
The course finishes with a written exam.Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars, passing of a check test.
The final mark consists of two parts: written examination (80%) + test (20%).
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Nezapisují si studenti, kteří absolvovali předmět PPOPRI. Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2010, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.

BPP_OPR1 Business Law 1

Faculty of Economics and Administration
Spring 2010
Extent and Intensity
1/1/0. 4 credit(s). Type of Completion: zk (examination).
Teacher(s)
JUDr. Jindřiška Šedová, CSc. (lecturer)
prof. JUDr. Jarmila Pokorná, CSc. (lecturer)
JUDr. Jindřiška Šedová, CSc. (seminar tutor)
JUDr. Dana Šramková, Ph.D., MBA (seminar tutor)
Guaranteed by
JUDr. Jindřiška Šedová, CSc.
Department of Law – Faculty of Economics and Administration
Contact Person: JUDr. Jindřiška Šedová, CSc.
Timetable
each odd Wednesday 18:00–19:35 P101
  • Timetable of Seminar Groups:
BPP_OPR1/01: each odd Tuesday 11:05–12:45 VT203, D. Šramková
BPP_OPR1/02: each even Tuesday 11:05–12:45 VT203, D. Šramková
BPP_OPR1/03: each odd Tuesday 12:50–14:30 VT203, D. Šramková
BPP_OPR1/04: each even Tuesday 12:50–14:30 VT203, D. Šramková
BPP_OPR1/05: each odd Wednesday 11:05–12:45 VT203, J. Šedová
BPP_OPR1/06: each even Wednesday 11:05–12:45 VT203, J. Šedová
BPP_OPR1/07: each odd Tuesday 14:35–16:15 VT203, D. Šramková
BPP_OPR1/08: each even Tuesday 14:35–16:15 VT203, D. Šramková
BPP_OPR1/09: each odd Tuesday 9:20–11:00 VT203, D. Šramková
BPP_OPR1/10: each even Tuesday 9:20–11:00 VT203, D. Šramková
Prerequisites
! PPOPRI Business Law I
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 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
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 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
  • Lectures:
  • 1. Commercial law (subject matter, system, sources).
  • a) general conditions for business activity and its entities. Entrepreneurs, conditions for business activity, corporate name.
  • b) legal negotiation in business activity.
  • - authorized representatives of business organizations;
  • - manner of acting on behalf of a company, bindig effect of legal acts made on behalf of the company, proctor´s actions;
  • - Commercial Register.
  • c) Business activity of foreign persons.
  • 2. Business organizations I
  • a) general regulation of business organization. Classification of business organization.
  • b) Comparison (differences) – unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - preconditions for creation of business organizations;
  • - property owned by company (contribution, registered capital, share in business, corporate assets and liabilities and their functions);
  • - vital preconditions for creation and incorporation of a business organization, compulsory bodies and their power;
  • - dissolution, extinction; dissolution of a company with liquidation, dissolution of a company without liquidation.
  • 3. Business organizations II
  • a) comparison (differences), unlimited liability company (v.o.s. CZ), limited partnership company (k.s. CZ), limited liability company (s.r.o. CZ), joint stock company (a.s. CZ).
  • - risks undertaken by and responsibility of authorised representatives, presumption of liability, circumstances excluding liability, authorized representatives´ liability, competition ban, due diligence, managerial contract;
  • - rights and responsibilities of members, their participation in company´s management, minority rights, settlement among members due to cessation of participation in a company;
  • - members´ liability, property liability of a business organization.
  • b) Conversion of business organization.
  • c) Company division.
  • d) Change in a legal form of a company.
  • e) Merger.
  • f) Holding company.
  • - real holding company and contractual holding company;
  • - contract to control the company;
  • - relationship between the controlling and controlled person not regulated by the contract to control the company.
  • Chybí 4
  • 5. Commercial liabilities.
  • Commercial contracts overview. Contract of sale vs. Contract for work done.
  • P> 6. Commercial disputes resolution in judicial proceedings.
  • Bankruptcy and manners of its resolution.
  • Seminars:
  • 1. How to commence business activity. Procedure followed in commencement of the operation of trade. Basic duties of trader. Public registers´ copies of an entry (Register of Trades, Commercial Register, Criminal Records, Commercial Journal, etc.). Subsidiary companies of Czech business entities abroad.
  • 2. Entrepreneur´s actions. Legal representation. Registered agents acting on behalf of the company. Manner and scope of actions of board of directors of a stock corporation. Proctor´s actions. General meeting and its competence. Shareholder and proxy participation in general meeting.
  • 3. Shareholder´s status. Share minority. Conditions for transfer of registered shares. Dividend payment. Sale of company shares. Shareholder right to preferential proportional repurchase of shares.
  • 4. Performance of duties by authorized representatives. Due diligence. Authorized representatives‘ liability for damage. Influence of the controlling person on the controlled person.
  • 5. Unfair competition. Protection against fraudulent practices in business activity. Unauthorized business activity.
  • 6. Commercial obligations. Legal regime. Contractual fine. Interest on late payment. Liquidated damages. Withdrawal from contract. Acknowledgement of obligation. Limitation of obligation.
Literature
  • 1. Švarc, Z. a kol. Základy obchodního práva. Plzeň : Vydavatelství a nakladatelství Aleš Čeněk, s.r.o., 2005, 476 s., ISBN 86898-51-2.
  • 2. Eliáš,K.,Bartošíková,M.,Pokorná,J. a kol. Kurz obchodního práva. Právnické osoby jako podnikatelé. 5. vyd. Praha: C.H.BECK, 2005. 617 s. ISBN 8071793914.
  • 3. Doporučená literatura: Eliáš, K.: Akciová společnost. Systematický výklad obecného akciového práva se zřetelem k jeho reformě. Linde, Praha 2000
  • 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
Teaching methods
Lessons take the form of lectures and seminars. There are explained main thesis of the course within lectures, which are further discussed and aplicated during seminars. Solving examples, analysis of case studiesare a part of a seminar.
Assessment methods
The course finishes with a written exam.Students will be allowed to take the final test after the following criteria have been met: assigned attendance at seminars, passing of a check test.
The final mark consists of two parts: written examination (80%) + test (20%).
Language of instruction
Czech
Follow-Up Courses
Further comments (probably available only in Czech)
The course is taught annually.
General note: Nezapisují si studenti, kteří absolvovali předmět PPOPRI. Předpokládají se základní znalosti z předmětu Základy soukromého práva (dříve předmět Občanské právo).
The course is also listed under the following terms Spring 2011, Spring 2012, Spring 2013, Spring 2014, Spring 2015, Spring 2016, Spring 2017, Spring 2018, Spring 2019, Spring 2020, Spring 2021, Spring 2022, Spring 2023, Spring 2024, Spring 2025.