The course is taught every week during the winter semester of the academic year.
The number of students is limited to 20. Over-enrolment is not possible. The reason for the limited number of students is an attempt to create sufficient space for individual attention to students.
Course characteristics. This course is designed for students with a deeper interest in business law and corporate governance. Students will use the knowledge from the course especially if they work as academics, lawyers, corporate lawyers or lawyers of public authorities.
The aim of the Corporate governance course is to introduce students to the concepts of corporate governance. The course provides an in-depth understanding of a selected part of the law of public limited companies, especially those whose shares are admitted to trading on a European regulated market.
By completing the course, the student will gain knowledge of the main legal instruments, the use of which is a prerequisite for good governance and management of a joint stock company. The course focuses on both hard law, (i.e. the rules contained in legal regulations), and soft law (i.e. the rules and principles contained mainly in codes of good corporate governance, compliance with which is achieved by means other than state coercion).
The course explains the function and analyses the nature of internal instruments (e.g. regulation of the organisational structure or the resolution of conflicts of interest of members of elected bodies, regulation of shareholders' rights supporting shareholder activism, group law) and external corporate governance instruments (e.g. market forces, takeover bids).
The interpretation of the topic will be comparatively focused but will also present the Czech legal environment. . The focus will be on foreign legal solutions and especially on the European context of the issues discussed, thus the state and trend of harmonisation of individual aspects of corporate governance.
The topics presented also have an overlap into the area of criminal law, as in addition to the private law consequences of breach of duties in the management and administration of a joint stock company, criminal law consequences are also discussed.
Completion of the course will enable the student to gain the necessary insight into the complex legal issues of this area of stock law and to acquire a deeper knowledge of it. At the same time, the graduate should be able to navigate the practical problems arising in the operation of this form of capital company and to find and assess their legal solutions.
The course requires active participation of students. Students continuously prepare for each lesson according to the assignment. In addition, four continuous assignments are required and are given throughout the semester. Some work is presented orally in class. A midterm test is given in the sixth or seventh week of class.
Last update: Šicnerová Barbora, Mgr. (13.05.2025)
The course is taught every week during the winter semester of the academic year.
The number of students is limited to 20. Over-enrolment is not possible. The reason for the limited number of students is an attempt to create sufficient space for individual attention to students.
Course characteristics. This course is designed for students with a deeper interest in business law and corporate governance. Students will use the knowledge from the course especially if they work as academics, lawyers, corporate lawyers or lawyers of public authorities.
The aim of the Corporate governance course is to introduce students to the concepts of corporate governance. The course provides an in-depth understanding of a selected part of the law of public limited companies, especially those whose shares are admitted to trading on a European regulated market.
By completing the course, the student will gain knowledge of the main legal instruments, the use of which is a prerequisite for good governance and management of a joint stock company. The course focuses on both hard law, (i.e. the rules contained in legal regulations), and soft law (i.e. the rules and principles contained mainly in codes of good corporate governance, compliance with which is achieved by means other than state coercion).
The course explains the function and analyses the nature of internal instruments (e.g. regulation of the organisational structure or the resolution of conflicts of interest of members of elected bodies, regulation of shareholders' rights supporting shareholder activism, group law) and external corporate governance instruments (e.g. market forces, takeover bids).
The interpretation of the topic will be comparatively focused but will also present the Czech legal environment. . The focus will be on foreign legal solutions and especially on the European context of the issues discussed, thus the state and trend of harmonisation of individual aspects of corporate governance.
The topics presented also have an overlap into the area of criminal law, as in addition to the private law consequences of breach of duties in the management and administration of a joint stock company, criminal law consequences are also discussed.
Completion of the course will enable the student to gain the necessary insight into the complex legal issues of this area of stock law and to acquire a deeper knowledge of it. At the same time, the graduate should be able to navigate the practical problems arising in the operation of this form of capital company and to find and assess their legal solutions.
The course requires active participation of students. Students continuously prepare for each lesson according to the assignment. In addition, four continuous assignments are required and are given throughout the semester. Some work is presented orally in class. A midterm test is given in the sixth or seventh week of class.
(i) a written final test (40 % of the classification),
(ii) homework elaborated during the semester (40 % of the classification) and
(iii) a written midterm test (20% of the classification).
2)In the course of semester, the student will complete four (4) graded homework assignments. The maximum points per assignment is 10, and the grade is based on correctness, adherence to instructions for preparation of the paper, diligence in researching sources, and accuracy of expression, persuasiveness of the argument, and conciseness of the conclusion.
In the preparation of homework assignments, students may use any sources, however the assignment must be prepared independently. The work must adhere to the rules of authorship (originality and correct use of sources). Violation of any of these rules means that the student will receive 0 points for the assignment. For late submission, the assignment will be given 0 points.
Each assignment will be assigned in advance and will be related to the topic(s) of the following seminar. It must be submitted at least 2 days before the seminar. At the seminar itself, the topic will be elaborated and further developed together with the students.
Up to 40 points can be awarded for homework assignments.
3)The midterm test will be a 20 minutes SBA test (closed book exam), composed of 20 questions. Students are allowed to use dictionaries (native language - English; English - native language).
4)The course will end with a written final 40 minutes test (closed book exam), composed of 20 SBA questions (1 point) and 10 explanatory questions (2 points). Students are allowed to use dictionaries (native language - English; English - native language).
5)The course is classified as follows: excellent (1) - 100 - 87 points, very good (2) - 86 - 73 points, good (3) - 72 - 60 points, fail (4) - 59 points or less.
(i) a written final test (40 % of the classification),
(ii) homework elaborated during the semester (40 % of the classification) and
(iii) a written midterm test (20% of the classification).
2)In the course of semester, the student will complete four (4) graded homework assignments. The maximum points per assignment is 10, and the grade is based on correctness, adherence to instructions for preparation of the paper, diligence in researching sources, and accuracy of expression, persuasiveness of the argument, and conciseness of the conclusion.
In the preparation of homework assignments, students may use any sources, however the assignment must be prepared independently. The work must adhere to the rules of authorship (originality and correct use of sources). Violation of any of these rules means that the student will receive 0 points for the assignment. For late submission, the assignment will be given 0 points.
Each assignment will be assigned in advance and will be related to the topic(s) of the following seminar. It must be submitted at least 2 days before the seminar. At the seminar itself, the topic will be elaborated and further developed together with the students.
Up to 40 points can be awarded for homework assignments.
3)The midterm test will be a 20 minutes SBA test (closed book exam), composed of 20 questions. Students are allowed to use dictionaries (native language - English; English - native language).
4)The course will end with a written final 40 minutes test (closed book exam), composed of 20 SBA questions (1 point) and 10 explanatory questions (2 points). Students are allowed to use dictionaries (native language - English; English - native language).
5)The course is classified as follows: excellent (1) - 100 - 87 points, very good (2) - 86 - 73 points, good (3) - 72 - 60 points, fail (4) - 59 points or less.
Last update: Šicnerová Barbora, Mgr. (13.05.2025)
Syllabus -
The subject covers following topics:
1. Corporate Governance - basic characteristics, development of rules, division of instruments, hard law and soft law, relation to public (especially criminal) law
2. Corporate interest - concepts of shareholder/stakeholder value, other concepts and their assessment; legal significance of determining corporate interest
3. Internal and external instruments of corporate governance. - their characteristics and functions
4. Monistic and dualistic model of organizational structure of a joint stock company - characteristics, evaluation
5. Corporate governance codes - development, purpose, content, enforceability, comply or explain rule, other soft law
6. Business groups - concept, function, national conceptual approaches, legal implications of influence on controlled companies, stakeholder protection
7. Duty of care and duty of loyalty (fiduciary duties) of a member of a joint stock company elected body - concept, definition, content, consequences of breach
8. Shareholder in terms of corporate governance - his role in the corporate governance system, duty of loyalty, the problem of rational apathy and tools for strengthening shareholder activism, specifics of institutional investors, cross-border exercise of shareholder rights
9. Election and recall of members of joint stock company bodies - election and recall as an internal CG instrument, appointment of members of elected bodies in dualistic/monistic model of org. structure, "broadcasting rights" of shareholders¨
10. Remuneration of members of public limited company bodies - remuneration as a motivational tool of CG, development, key principles and key institutes (pay for performance, prohibition of "rewards for failure", say on pay, malus, clawback)
11. Administration of a joint stock company in liquidation and bankruptcy - organisational structure of a joint stock company in liquidation, role of the liquidator, organisational structure of a joint stock company in bankruptcy, duties of members of elected bodies in bankruptcy of a commercial corporation
12. Sustainability and its impact on CG - CSR, ESG and sustainability, the impact of sustainability on the company's interest, sustainability reporting, the impact of CS3D on the duties of members of elected bodies
Last update: Šicnerová Barbora, Mgr. (28.08.2025)
The subject covers following topics:
1. Corporate Governance - basic characteristics, development of rules, division of instruments, hard law and soft law, relation to public (especially criminal) law
2. Corporate interest - concepts of shareholder/stakeholder value, other concepts and their assessment; legal significance of determining corporate interest
3. Internal and external instruments of corporate governance. - their characteristics and functions
4. Monistic and dualistic model of organizational structure of a joint stock company - characteristics, evaluation
5. Corporate governance codes - development, purpose, content, enforceability, comply or explain rule, other soft law
6. Business groups - concept, function, national conceptual approaches, legal implications of influence on controlled companies, stakeholder protection
7. Duty of care and duty of loyalty (fiduciary duties) of a member of a joint stock company elected body - concept, definition, content, consequences of breach
8. Shareholder in terms of corporate governance - his role in the corporate governance system, duty of loyalty, the problem of rational apathy and tools for strengthening shareholder activism, specifics of institutional investors, cross-border exercise of shareholder rights
9. Election and recall of members of joint stock company bodies - election and recall as an internal CG instrument, appointment of members of elected bodies in dualistic/monistic model of org. structure, "broadcasting rights" of shareholders¨
10. Remuneration of members of public limited company bodies - remuneration as a motivational tool of CG, development, key principles and key institutes (pay for performance, prohibition of "rewards for failure", say on pay, malus, clawback)
11. Administration of a joint stock company in liquidation and bankruptcy - organisational structure of a joint stock company in liquidation, role of the liquidator, organisational structure of a joint stock company in bankruptcy, duties of members of elected bodies in bankruptcy of a commercial corporation
12. Sustainability and its impact on CG - CSR, ESG and sustainability, the impact of sustainability on the company's interest, sustainability reporting, the impact of CS3D on the duties of members of elected bodies
Last update: Šicnerová Barbora, Mgr. (28.08.2025)
Learning resources -
Basic literature:
Kraakmann, R. et al. The Anatomy of Corporate Law, 3rd. ed., Oxford, 2017.
Easterbrook, F.H., Fischel, D.R., The Economic Structure of Corporate Law, Harvard, 1996.
Davies, P. L., Worthington, S. Gower: Principles of Modern Company Law. Sweet & Maxwell; 11. ed., 2021.
Davies, P. L. Introduction to Company Law. 3rd. ed., Oxford, 2020.
Bachmann, G. et al. Regulating the Closed Corporation. De Gruyter; 1 ed., 2014.
Other literature:
G20/OECD Principles of Corporate Governance (latest edition)
European Commission: Study on directors’ duties and sustainable corporate governance 2020
http://www.ecgi.org/
https://corpgov.law.harvard.edu/
Havel, B., Lasák, J., Pihera, V. et al. Czech Corporate Governance in the Light of its History and the Influence of the G20/OECD Corporate Governance Principles. Eur Bus Org Law Rev 24, 167–200 (2023). https://doi.org/10.1007/s40804-022-00253-3
Basic legislation (always in wording in force and effect as on the date of examination):
Act. No 89/2012 Coll., Civil Code (available in english)
Act. No 90/2012 Coll., Business Corporatins Act (available in english)
Act No. 256/2004 Coll. Capital Market Undertakings Act (available in english)
Other legal regulations (always in wording in force and effect as on the date of examination):
Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies
Directive (EU) 2017/828 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement
Directive (EU) 2024/1760 of the European Parliament and of the Council of 13 June 2024 on corporate sustainability due diligence
Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 as regards corporate sustainability reporting
Directive 2004/25/EC on takeover bids
Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility
Last update: Šicnerová Barbora, Mgr. (28.08.2025)
Basic literature:
Kraakmann, R. et al. The Anatomy of Corporate Law, 3rd. ed., Oxford, 2017.
Easterbrook, F.H., Fischel, D.R., The Economic Structure of Corporate Law, Harvard, 1996.
Davies, P. L., Worthington, S. Gower: Principles of Modern Company Law. Sweet & Maxwell; 11. ed., 2021.
Davies, P. L. Introduction to Company Law. 3rd. ed., Oxford, 2020.
Bachmann, G. et al. Regulating the Closed Corporation. De Gruyter; 1 ed., 2014.
Other literature:
G20/OECD Principles of Corporate Governance (latest edition)
European Commission: Study on directors’ duties and sustainable corporate governance 2020
http://www.ecgi.org/
https://corpgov.law.harvard.edu/
Havel, B., Lasák, J., Pihera, V. et al. Czech Corporate Governance in the Light of its History and the Influence of the G20/OECD Corporate Governance Principles. Eur Bus Org Law Rev 24, 167–200 (2023). https://doi.org/10.1007/s40804-022-00253-3
Basic legislation (always in wording in force and effect as on the date of examination):
Act. No 89/2012 Coll., Civil Code (available in english)
Act. No 90/2012 Coll., Business Corporatins Act (available in english)
Act No. 256/2004 Coll. Capital Market Undertakings Act (available in english)
Other legal regulations (always in wording in force and effect as on the date of examination):
Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies
Directive (EU) 2017/828 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement
Directive (EU) 2024/1760 of the European Parliament and of the Council of 13 June 2024 on corporate sustainability due diligence
Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 as regards corporate sustainability reporting
Directive 2004/25/EC on takeover bids
Directive (EU) 2024/2810 of the European Parliament and of the Council of 23 October 2024 on multiple-vote share structures in companies that seek admission to trading of their shares on a multilateral trading facility
