Students should become familiar with the legal regulation and operation of business corporations (partnerships, limited liability companies and joint stock companies). This would build on their general knowledge of legal persons and liabilities. They should acquire not only knowledge of the applicable law but also the ability to interpret it. The course also includes an introduction to the principles of incorporation law and shareholders' agreements, their formation and interpretation. As corporate law is nowadays in many ways interdisciplinary, students will also learn about the projections of corporate law with foundation and trust law. The course will also cover the tax/accounting aspects of the corporation, their transparency and sustainability principles, as well as the basics of European corporate law. The aim of the course is to provide information for understanding corporate law and its role in business, including the ability to interpret it sensibly.
Poslední úprava: Šicnerová Barbora, Mgr. (08.04.2025)
Students should become familiar with the legal regulation and operation of business corporations (partnerships, limited liability companies and joint stock companies). This would build on their general knowledge of legal persons and liabilities. They should acquire not only knowledge of the applicable law but also the ability to interpret it. The course also includes an introduction to the principles of incorporation law and shareholders' agreements, their formation and interpretation. As corporate law is nowadays in many ways interdisciplinary, students will also learn about the projections of corporate law with foundation and trust law. The course will also cover the tax/accounting aspects of the corporation, their transparency and sustainability principles, as well as the basics of European corporate law. The aim of the course is to provide information for understanding corporate law and its role in business, including the ability to interpret it sensibly.
Poslední úprava: Šicnerová Barbora, Mgr. (08.04.2025)
Požadavky ke zkoušce -
The course is concluded with the final exam paper. The final exam will be a 40 minutes single best answer test (closed book exam), composed of 21 questions. Students are allowed to use dictionaries (native language - English; English - native language). Grading is as follows:
21-18 points = 1
17-14 points = 2
13-12 points = 3
11-0 points = 4
Poslední úprava: Šicnerová Barbora, Mgr. (08.04.2025)
The course is concluded with the final exam paper. The final exam will be a 40 minutes single best answer test (closed book exam), composed of 21 questions. Students are allowed to use dictionaries (native language - English; English - native language). Grading is as follows:
21-18 points = 1
17-14 points = 2
13-12 points = 3
11-0 points = 4
Poslední úprava: Šicnerová Barbora, Mgr. (08.04.2025)
Sylabus -
The course covers primarily the following topics:
1. General issues of commercial corporations (concept of commercial corporations, forms of commercial corporations, relationship to foundations/trusts, EU and supranational entities, incorporation, preliminary corporation, nullity of commercial corporation, sources of commercial law, mandatory and dispositive norms of corporate law)
2. Representations of a business corporation, business establishment, branch and disposal, establishment, trade secrets
3.Company law transparency, public registers, trade register, register of beneficial owners, insolvency/restructuring register and other registers and their importance for entrepreneurs, sustainability
4. Participation in a business corporation (concept of share, rights to/shareholder rights, rights in rem and disposition of share, rights and obligations of shareholders, protection of minority shareholders, corporate loyalty, shareholder agreements)
5. Bodies of the corporation (structure of management and control of the corporation, decision-making independence of the bodies, shareholder participation in the management of the corporation, review of decisions, fiduciary duties - due diligence, business judgment rule, liability, reflexive damages, remuneration).
6. Creation and protection of business corporation assets (financing of the business corporation - own and foreign sources, equity, bond, etc., protection of creditors in the distribution of the business corporation's own resources), changes of control (Mergers & Acquisitions) - corporate conversions, IPOs, squeeze-outs, takeover bids
7. Contractual forms of business (society, silent partnership), partnerships
8. Limited Liability Company (basic characteristics, organizational structure, status of members, status of elected officers, share and share certificate)
9. Joint stock company (basic characteristics, organizational structure, status of shareholders, status of members of elected bodies, shares)
10. Law of business groups (group law)
11. Tax and accounting aspects of business, reporting and auditing
12. Financial difficulties / restructuring / business failure and their consequences (insolvency corporate governance, restructuring schemes (standstill, pre-pack approach, preventive restructuring)
The content of lectures for a particular semester is to be continuously updated primarily with respect to the legislative development of private law.
Poslední úprava: Šicnerová Barbora, Mgr. (28.08.2025)
The course covers primarily the following topics:
1. General issues of commercial corporations (concept of commercial corporations, forms of commercial corporations, relationship to foundations/trusts, EU and supranational entities, incorporation, preliminary corporation, nullity of commercial corporation, sources of commercial law, mandatory and dispositive norms of corporate law)
2. Representations of a business corporation, business establishment, branch and disposal, establishment, trade secrets
3.Company law transparency, public registers, trade register, register of beneficial owners, insolvency/restructuring register and other registers and their importance for entrepreneurs, sustainability
4. Participation in a business corporation (concept of share, rights to/shareholder rights, rights in rem and disposition of share, rights and obligations of shareholders, protection of minority shareholders, corporate loyalty, shareholder agreements)
5. Bodies of the corporation (structure of management and control of the corporation, decision-making independence of the bodies, shareholder participation in the management of the corporation, review of decisions, fiduciary duties - due diligence, business judgment rule, liability, reflexive damages, remuneration).
6. Creation and protection of business corporation assets (financing of the business corporation - own and foreign sources, equity, bond, etc., protection of creditors in the distribution of the business corporation's own resources), changes of control (Mergers & Acquisitions) - corporate conversions, IPOs, squeeze-outs, takeover bids
7. Contractual forms of business (society, silent partnership), partnerships
8. Limited Liability Company (basic characteristics, organizational structure, status of members, status of elected officers, share and share certificate)
9. Joint stock company (basic characteristics, organizational structure, status of shareholders, status of members of elected bodies, shares)
10. Law of business groups (group law)
11. Tax and accounting aspects of business, reporting and auditing
12. Financial difficulties / restructuring / business failure and their consequences (insolvency corporate governance, restructuring schemes (standstill, pre-pack approach, preventive restructuring)
The content of lectures for a particular semester is to be continuously updated primarily with respect to the legislative development of private law.
Poslední úprava: Šicnerová Barbora, Mgr. (28.08.2025)
Studijní opory -
Basic 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. ISBN 978-90-411-0759-6.
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.
Other 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
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.
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., Companies Act (available in english)
Other legal regulations (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
Poslední úprava: Šicnerová Barbora, Mgr. (28.08.2025)
Basic 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. ISBN 978-90-411-0759-6.
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.
Other 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
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.
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., Companies Act (available in english)
Other legal regulations (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
Poslední úprava: Šicnerová Barbora, Mgr. (28.08.2025)
