Commercial Law 2200-1K002

The thematic scope of the lecture covers the following issues:
1. The concept of an entrepreneur in the Civil Code and the law of entrepreneurs, the concept of an enterprise in the subjective, objective and functional sense
2. National court register (KRS), CEiDG - rules of keeping, formal and material transparency, registration proceedings.
3. Selected entrepreneurs other than commercial companies (including cooperatives, associations, state-owned enterprises). Foreign entrepreneurs (concept, branch of a foreign entrepreneur)
4. foundation law: public and family foundations (structure, purpose, rules of operation, conducting business).
5. The company name (firma) of an entrepreneur
6. Commercial proxy (prokura) in comparison to the standard power of attorney
7. Bankruptcy - the concept, goals, course of the proceedings in outline
8. Bankruptcy - grounds for announcement, announcement procedure
9. Bankruptcy - the consequences of the announcement
10. Bankruptcy - reporting claims, liquidation of the bankruptcy estate
11. Bankruptcy - division of funds of the mass and division of sums obtained from the sale of goods or rights encumbered in kind
12. Bankruptcy - consumer bankruptcy
13. Bankruptcy - other issues
14. Restructuring - the concept, goals, prerequisites for opening restructuring proceedings
15. Restructuring - types of restructuring proceedings and their course
16. Restructuring - arrangement: acceptance, approval, effects
17. Restructuring - other issues
18. Securities - the concept of a security in the Civil Code, the concept of an identity card
19. Securities - selected securities: bills of exchange
20. Securities - the concept of a security and a financial instrument in the Act on Trading in Financial Instruments (Ustawa o obrocie instrumentami finansowymi), dematerialisation of securities, securities accounts, omnibus accounts
21. Securities - the concept of public offering, information documents related to the public offering
22. Securities - trading in financial instruments: concluding transactions on the regulated market, their clearing and settlement
23. Securities - listed company (spółka publiczna): the concept of a listed company, information obligations, summons
24. Securities - selected securities: bonds, including bonds with pre-emptive rights, convertible bonds (including a conditional share capital increase); subscription warrants, bills of lading (konosamenty)
25. Business financing: equity financing versus debt financing (with balance sheet elements)
26. Commercial contracts - selected financing contracts: leasing, bank loan agreement (kredyt), loan agreement, letter (bill) of credit
27. Commercial contracts - selected collateral contracts: registered pledge, bank guarantee, transfer of ownership for security
28. Transactions (elements and course of M&A transactions, typical contractual provisions and their interpretation, e.g. representations and warranties) in view of the regulation of mergers, divisions and transformation of companies
29. Unfair competition - civil law aspects
30. Group of companies (holding, syndicate): concept, importance in turnover, basic legal problems related to the functioning;
31. The role of commercial arbitration in resolving commercial disputes; arbitrability of the dispute and the specifics of an arbitration dispute between entrepreneurs.
32. Fundamentals of European company law and capital market;