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The course consists of two blocks.
1) EU COMPANY LAW IN COMPARATIVE PERSPECTIVE The first block of the course focuses on the company law from the perspective of the EU and the Czech Republic in a comparative context. Students will learn about the regulation of companies at the EU level, both at the level of primary and secondary law. The development of company law and the extent of it’ harmonization will be explained. Attention will be paid not only to business companies but also to other legal persons who often act as entrepreneurs. At the same time, corporate governance rules and recommendations and their converging nature within EU Member States, as well as their comparison with the common law approach will be examined. Finally, the role of companies in M&A transactions and the effects of the shareholder agreement will also be discussed. 2) CROSS-BORDER ASPECTS OF COMMERCIAL TRANSACTIONS The second block of the course focuses on cross-border aspects of commercial transactions. The legal regulation of cross-border civil and business matters in the EU will be analysed. Special regard will be given to both conflict of laws rules and international jurisdiction rules in the unified European private international law instruments in this area of law as well as relevant international treaties and Czech Act on Private International Law. Students will be introduced to the conflict of laws regime of international commercial transactions and to the methods of resolution of international commercial disputes, be it international litigation or methods of alternative dispute resolution (with emphasis on international mediation and international arbitration). In addition, the students will be introduced to the legal regulation of recognition and enforcement of foreign court decisions and foreign arbitral awards. Last update: Šicnerová Barbora, Mgr. (19.05.2025)
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1. Obligatory class participation of a minimum of 60% with active engagement in discussions during the classes. 2. Final written closed books exam composed of 20 SBA questions (1 point) and 5 open-ended questions (2 points). Last update: Šicnerová Barbora, Mgr. (19.05.2025)
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The course covers following topics: 1) Introduction to EU Company Law, Development of EU Company Law Regulation and the Extent of Harmonization 2) Business Companies – A Comparative View 3) Other Legal Entities as Entrepreneurs 4) Corporate Governance in the EU– A Comparative View 5) M&A Transactions and Shareholders Agreement 6) Introduction to Private International Law 7) Private International Law Rules 8) International Commercial Contracts 9) Resolution of International Commercial Disputes in Litigation 10) Alternative Dispute Resolution and International Arbitration Last update: Šicnerová Barbora, Mgr. (19.05.2025)
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Recommended Literature: Ronovská, K., Dobrovolná, E., Havel, B., Pihera, V., IEL Property and Trust Law – Czech Republic. 1. vyd. Alphen aan den Rijn: Wolters Kluwer, 2020. 190 s. International Encyclopaedia of Laws series. 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 Havel, B. „Czech Corporate Law on its Way“ in European Company and Financial Law review (ECFR), Berlin/Boston, de Gruyter, vol., 12, no 1, 2015, pp. 19 et seq. Luca, N., European Company Law, Cambridge, 2021 Nagy, C. I. (2022). Cross-Border litigation in Central Europe: EU Private International Law Before National Courts. Kluwer Law International B.V. Hartley, T. C. (2009). International Commercial Litigation: Text, Cases and Materials on Private International Law. Cambridge University Press. Girsberger, D., Graziano, T. K., & Neels, J. L. (2021). Choice of law in international commercial contracts. Ferrari, F., Rosenfeld, F., & Kotuby, C. T. (2023). Recognition and enforcement of foreign arbitral awards: A Concise Guide to the New York Convention’s Uniform Regime. Edward Elgar Publishing. McParland, M. (2015). The Rome I Regulation on the law applicable to contractual obligations. Additional Literature: Kraakmann, R. et al. The Anatomy of Corporate Law, 3rd. ed., Oxford Easterbrook, F.H., Fischel, D.R., The Economic Structure of Corporate Law, Harvard 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. Mock, S., Csach, K., Havel, B., (eds.), International Handbook on Shareholders´Agreements, Berlin/Boston: de Gruyter, 2018 Havel, B., Ronovská, K., New Instruments of Fiduciary Administration of Asset after the Recodification of Private Law in the Czech Republic. Foundation fund, trust and Affiliated fund, Non Profit Law Yearbokk 2013/2014, Hamburg: Bucerius Law School Press, 2014, str. 177 an. G20/OECD Principles of Corporate Governance (latest edition) OECD Corporate Governance Factbook (latest edition) Czech Corporate Governance Code 2018 European Commission: Study on Directors’ Duties and Sustainable Corporate Governance 2020 http://www.ecgi.org/ https://corpgov.law.harvard.edu/ Most Relevant Legal Sources (always in wording in force and effect as on the date of examination): Act No. 89/2012 Coll., Civil Code Act No. 90/2012 Coll., Business Corporatins Act Act No. 256/2004 Coll. Capital Market Undertakings Act Act No. 240/2013 Coll., on Investment Companies and Investment Funds Act No. 91/2012 Coll., on Private International Law Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I). Regulation (EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments. The Convention on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (Lugano Convention) Convention on the Recognition and Enforcement of Foreign Arbitral Awards 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 Futher Legal Sources (always in wording in force and effect as on the date of examination): Act No. 182/2006 Coll., Insolvency Act Act No. 125/2008 Coll., Act on Mergers of Business Corporations Act No. 284/2023 Coll., Preventive Restructuring Act Constitutional Act No. 1/1993 Coll., the Constitution of the Czech Republic Resolution of the Presidium of the Czech National Council No 2/1993 Coll., on the declaration of the Charter of Fundamental Rights and Freedoms as a part of the constitutional order of the Czech Republic Last update: Šicnerová Barbora, Mgr. (19.05.2025)
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