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Lecturer(s)
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Madleňáková Lucia, JUDr. Ph.D.
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Course content
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The theoretical seminar dealing with the part "investor input" will summarize the basic theoretical knowledge related to the share transfer agreement, shareholder agreements, transaction realization, typical changes of the founding law following the investor's entry etc. The theoretical seminar would be followed by a practical seminar in the form in which both groups would clash in a negotiating competition, in which they should do their utmost to achieve favorable provisions for them in the transfer agreement, shareholder agreement, but also in the founding legal act, which will form the basis for further practical seminars. From the theory of "shareholder rights", students would be introduced to the basic aspects of creating special types of shares, shareholder rights and the functioning and meaning of the general meeting in capital companies. A practical seminar would be devoted directly to the convening and holding of the general meeting, where one group (probably embodying the majority shareholder) would represent the elected board of directors and convene the general meeting. The second (or third) group representing the minority shareholder would like to achieve its pre-set goals at the General Meeting. The General Meeting would be held on the basis of the founding legal act, in the form of the result of the previous negotitation competion. Last but not least, the theoretical seminar on "invalidity of the general meeting resolution" would introduce the basic approach of the General Meeting's assault, the prerequisites for a successful proposal for a declaration of invalidity of the general meeting, decision limits of the general meeting etc. the (non) declaration of invalidity of the General Meeting resolution. The success of the groups determines their activity in previous practical seminars, from which they will transfer their partial successes and failures to this final phase.
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Learning activities and teaching methods
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Dialogic Lecture (Discussion, Dialog, Brainstorming)
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Learning outcomes
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The aim of the course is to develop practical skills in the area of corporate law. After graduating from the clinic, students should have a broader overview of practical aspects in selected areas of commercial law, practically test their argumentation and negotiation skills, speaking skills, analytical thinking and solving the issue in a broader context, as their decisions will influence their future direction and ultimately the end result of their endeavor.
Practical skills in corporate law. After graduating from the clinic, students should have a broader overview of practical aspects in selected areas of commercial law, practically test their argumentation and negotiation skills, speaking skills, analytical thinking and solving the issue in a broader context.
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Prerequisites
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Subject Clinic law and business is not conditional upon the completion of another subject.
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Assessment methods and criteria
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Student performance
The condition for the colloquium is active participation in seminars - especially in practical seminars. It is not possible to complete the course by distance, students with ISPs are obliged to participate in full-time education. Students will be divided into two or three equally large groups before the classes start. Each group will be assigned an identification of the subject of the rights they embody, its characteristics, interests and objectives that these subjects should achieve in subsequent seminars. With this in mind, students should approach other seminars, in the case of theoretical seminars, to obtain information from the content of presentations and through their inquiries on how to achieve their goals and then realize their goals at practical seminars. The course will be divided into three thematic blocks, which will be connected to each other by outputs and all will focus on corporate law in relation to a joint stock company. Each of these blocks will consist of a pair of seminars, the first of which is always theoretical (in the form of a lecture) and the second practical in the form of an interactive case study in which students should demonstrate their knowledge of the topic and apply them in simulating case. Pairs of seminars will focus on the following areas: o Investor's entry - share transfer agreement, shareholder agreement, changes in the founder's legal act and other settings of rights and obligations in connection with the operation of a joint stock company, etc .; o Shareholder rights - various types of shares, shareholder rights, general meeting; o Invalidity of the General Meeting resolution. The groups, which will represent the individual pre-determined corporate figures of the corporate business, will have a consultation at the HAVEL & PARTNERS premises before each practical seminar with a coach available to frame the group's progress in order to ensure the basic case axis. However, the coach will in no way devise on behalf of the group of solutions, on his part it will only be limited consultation assistance to maintain the meaning of the clinic.
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Recommended literature
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J. Bejček a kol. (2014). Obchodní právo. Obecná část. Soutěžní právo. C.H.Beck.
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