Specialization seminar (proseminar)- Commercial companies 2200-1F087

Thematic issues:
1. Nature of the commercial company. Typology of commercial companies. Characteristics of partnerships and companies (similarities and differences). Business purpose of individual types of partnerships and companies. European types of companies.
2. Articles of association of a commercial company and its significance for the company and participants of legal transactions with companies. The limits of freedom of contract in company law. Statutory freedom in a joint-stock company. Article of Association and corporate by-laws. Competence of the registry court regarding the company's articles of association.
3. A commercial company as a center of clash of interests of various stakeholder groups. The concept of the interest of the company and the interest of a partner (shareholder) in the practice and jurisprudence of courts.
4. Majority rule and minority rights in a company. Minority rights in the jurisprudence of courts and the Constitutional Tribunal. The implementation of minority rights in practice.
5. National Court Register and its role in the "life of the company". Legal and factual significance of entries in the National Court Register. Constitutive and declarative entries. Competences of the registry court.
6. Shares in capital companies. The specificity of the share right. The specifics of the share in joint stock company. Determining the legal status of a shareholder. Book of shares and shareholders’ register.
7. Representation of companies in the Code of Commercial Companies and in the Civil Code. Active and passive representation. Models of representation of partnerships and companies. Special representation. Custody for companies.
8. System and organization of partnerships.
9. Corporate governance in companies. One-tier versus two- tier bodies of a company.
10. Business judgment rule as a rule setting out the principles of civil liability of members of the management board and the supervisory board. Legal framework of the liability and its interpretation in the jurisprudence of the Supreme Court. Actio pro socio.
11. Functioning of groups of companies. Interest of a group of companies. Binding instructions as an instrument for managing a group of companies. Liability for damage caused to a subsidiary.
12. Models of liability for the company's obligations in partnerships (general partnership, partnership and limited partnership).
13. The specificity of a limited joint-stock partnership. The position of the general partner of a limited joint-stock partnership. The role of the shareholders meeting in a limited joint-stock partnership. Limited joint-stock partnership in the practice of trading.
14. The specificity of a company listed at the stock- exchange. Record date. Information obligations in a listed company and their impact on the exercise of the rights attached to shares.
15. Management board in a capital company. Principles of appointing a management board, mandate and term of office of the management board. Competences and organization of the work of the management board.
16. Supervision in a limited liability company. Models and forms of supervision. Supervisory board and the audit board.
17. Supervision in a joint-stock company. Professionalization of supervision and its effects. Rules for appointing a supervisory board in a joint-stock company. Boosting of the supervisory board.The specificity of the election of the supervisory board by voting in separate groups.
18. Shareholders meeting of the limited liability company and the general meeting of a joint-stock company. Competences, rules of convening and organization of the meeting. Ordinary and extraordinary shareholders meeting. Representation of shareholders at the shareholders meeting by proxies. Remote general meeting.
19. The resolution of the shareholders meeting as a specific type of legal event. Legal qualification and types of resolutions. The so-called negative resolutions.
20. Challenging resolutions of shareholders meetings. The code model and the practice of trading. Action for establishing non-existence of a resolution, for declaration of invalidity of a resolution and for repealing a resolution in court practice. Securing an action relating to a resolution.
21. A title to challenge the resolution of the shareholders meeting. A closed catalogue of persons authorized to challenge resolutions in the Code of Commercial Companies. Non-code categories of persons entitled to challenge resolutions (shareholder's creditor, user of share / share pledgee, receiver, administrator, public prosecutor).
22. Resolutions of the management board and supervisory board of a company. Legal significance and ways of questioning.
23. Corporate disputes in arbitration. Arbitrability of disputes arising from the relationship of the company. Content and binding force of the arbitration clause in the company's articles of association. Arbitration rules for resolving resolution disputes.
24. The “theft” of a company as a special case of corporate dispute.
25. Companies with the participation of the State Treasury and their peculiarities (the so-called golden share, the powers of the Minister of State Assets, the role of the public interest vs. the structure of the company).
26. capital company in liquidation. The importance of liquidation and its impact on the legal situation on the company. The role of the liquidator.