The course consists of two blocks.
1) EU COMPANY LAW IN COMPARATIVE PERSPECTIVE
The first block of the course focuses on company law from the perspective of the European Union and the Czech Republic in a comparative framework. Students will be introduced to the regulation of companies at EU level, covering both primary and secondary EU law, including key directives and regulations.
Attention is given to the development of EU company law and the extent of its harmonisation across Member States. The course further examines different types of business companies from a comparative perspective, as well as other legal entities that may operate as entrepreneurs within the European internal market.
A substantial part of the course is dedicated to corporate governance, its regulatory framework within the EU, and the gradual convergence of governance standards across Member States, including a comparison with approaches found in common law jurisdictions.
Finally, the course addresses mergers and acquisitions (M&A), other forms of cross-border corporate mobility, and current trends in EU company law, particularly in the context of internal market integration and ongoing legal and regulatory developments.
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.
Poslední úprava: Gloser Marek, Ing. (01.09.2026)
The course consists of two blocks.
1) EU COMPANY LAW IN COMPARATIVE PERSPECTIVE
The first block of the course focuses on company law from the perspective of the European Union and the Czech Republic in a comparative framework. Students will be introduced to the regulation of companies at EU level, covering both primary and secondary EU law, including key directives and regulations.
Attention is given to the development of EU company law and the extent of its harmonisation across Member States. The course further examines different types of business companies from a comparative perspective, as well as other legal entities that may operate as entrepreneurs within the European internal market.
A substantial part of the course is dedicated to corporate governance, its regulatory framework within the EU, and the gradual convergence of governance standards across Member States, including a comparison with approaches found in common law jurisdictions.
Finally, the course addresses mergers and acquisitions (M&A), other forms of cross-border corporate mobility, and current trends in EU company law, particularly in the context of internal market integration and ongoing legal and regulatory developments.
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.
Poslední úprava: Gloser Marek, Ing. (01.09.2026)
Kontroly studia předmětu a podmínky pro jejich úspěšné vykonání, způsob hodnocení -
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).
Poslední úprava: Šicnerová Barbora, Mgr. (13.05.2025)
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).
Poslední úprava: Šicnerová Barbora, Mgr. (13.05.2025)
Sylabus -
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 – A Comparative View
4)Corporate Governance in the EU – A Comparative View
5)M&A Transactions and other types of cross-border mobility, current trends in EU Company Law
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
Poslední úprava: Gloser Marek, Ing. (01.09.2026)
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 – A Comparative View
4)Corporate Governance in the EU – A Comparative View
5)M&A Transactions and other types of cross-border mobility, current trends in EU Company Law
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
Luca de, N. European Company Law. 2. ed, Cambridge, 2021./Dorresteijn, A. F. M., Olaerts, M., Kemp, B., Meyer, M., Biermeyer, T., Arons, T. European Company Law. 4. ed. Wolters Kluwer, 2022 / Lafarre, A., Elst van der, Ch., Concepts of Company Law, Elgar, 2025
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. 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.
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.
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. 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 (Brussels I bis).
The Lugano Convention of October 30 2007 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (Lugano Convention)
The UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958)
The United Nations Convention on Contracts for the International Sale of Goods (CISG)
Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (codification)
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. 125/2008 Coll., Act on Mergers of Business Corporations
Act No. 256/2004 Coll. Capital Market Undertakings Act
Act No. 240/2013 Coll., on Investment Companies and Investment Funds
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
Luca de, N. European Company Law. 2. ed, Cambridge, 2021./Dorresteijn, A. F. M., Olaerts, M., Kemp, B., Meyer, M., Biermeyer, T., Arons, T. European Company Law. 4. ed. Wolters Kluwer, 2022 / Lafarre, A., Elst van der, Ch., Concepts of Company Law, Elgar, 2025
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. 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.
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.
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. 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 (Brussels I bis).
The Lugano Convention of October 30 2007 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (Lugano Convention)
The UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958)
The United Nations Convention on Contracts for the International Sale of Goods (CISG)
Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (codification)
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. 125/2008 Coll., Act on Mergers of Business Corporations
Act No. 256/2004 Coll. Capital Market Undertakings Act
Act No. 240/2013 Coll., on Investment Companies and Investment Funds
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
Poslední úprava: Gloser Marek, Ing. (01.09.2026)
Výsledky učení -
Upon successful completion of this course, students will be able to:
Explain the foundations, development, and current scope of EU company law harmonisation, including the relationship between EU and national company law systems.
Compare the regulation of business corporations and other legal entities acting as entrepreneurs in selected European jurisdictions, identifying common principles and major structural differences.
Analyse corporate governance frameworks within the European Union, including the influence of soft law instruments, governance codes, and comparative approaches drawn from common law systems.
Assess the legal aspects of mergers and acquisitions (M&A), including their role in corporate practice and cross-border business operations.
Provide examples of current trends in the development of company law within the EU.
Identify and apply the principal rules of private international law governing international commercial transactions, including conflict-of-laws and jurisdiction rules.
Determine the law applicable to international commercial contracts and evaluate the operation of party autonomy under European private international law instruments.
Analyse issues of international jurisdiction and recognition and enforcement of foreign judgments in civil and commercial matters within the European legal area.
Evaluate the advantages and limitations of different methods of international dispute resolution, including litigation, mediation, and international commercial arbitration.
Apply legal principles to practical cross-border business scenarios and formulate legally reasoned solutions to complex international commercial problems.
Critically discuss contemporary developments in EU company law and international commercial transactions, demonstrating the ability to connect theoretical concepts with commercial practice.
Poslední úprava: Gloser Marek, Ing. (01.09.2026)
Upon successful completion of this course, students will be able to:
Explain the foundations, development, and current scope of EU company law harmonisation, including the relationship between EU and national company law systems.
Compare the regulation of business corporations and other legal entities acting as entrepreneurs in selected European jurisdictions, identifying common principles and major structural differences.
Analyse corporate governance frameworks within the European Union, including the influence of soft law instruments, governance codes, and comparative approaches drawn from common law systems.
Assess the legal aspects of mergers and acquisitions (M&A), including their role in corporate practice and cross-border business operations.
Provide examples of current trends in the development of company law within the EU.
Identify and apply the principal rules of private international law governing international commercial transactions, including conflict-of-laws and jurisdiction rules.
Determine the law applicable to international commercial contracts and evaluate the operation of party autonomy under European private international law instruments.
Analyse issues of international jurisdiction and recognition and enforcement of foreign judgments in civil and commercial matters within the European legal area.
Evaluate the advantages and limitations of different methods of international dispute resolution, including litigation, mediation, and international commercial arbitration.
Apply legal principles to practical cross-border business scenarios and formulate legally reasoned solutions to complex international commercial problems.
Critically discuss contemporary developments in EU company law and international commercial transactions, demonstrating the ability to connect theoretical concepts with commercial practice.
