The course will provide basic information about the entrepreneur and his legal status. It will also analyse their position in contract law and their relationship with the consumer or the weaker party. It will also introduce students to the concept of company, describing its different types and the entities regulated by EU law. It will continue with an introduction to other legal entities that also act as entrepreneurs, although their purpose is not commercial, and an introduction to the regulation of trusts in business. An important part of the course will also be an analysis of corporate governance, both from a hard and soft law perspective. Finally, the course will examine mergers and acquisitions and shareholders agreement which have a significant impact on the operation of companies.
The course will end in a case study where students will get to test their gained knowledge on a hypothetical business case with real life relevance.
Last update: Šicnerová Barbora, Mgr. (14.04.2025)
The course will provide basic information about the entrepreneur and his legal status. It will also analyse their position in contract law and their relationship with the consumer or the weaker party. It will also introduce students to the concept of company, describing its different types and the entities regulated by EU law. It will continue with an introduction to other legal entities that also act as entrepreneurs, although their purpose is not commercial, and an introduction to the regulation of trusts in business. An important part of the course will also be an analysis of corporate governance, both from a hard and soft law perspective. Finally, the course will examine mergers and acquisitions and shareholders agreement which have a significant impact on the operation of companies.
The course will end in a case study where students will get to test their gained knowledge on a hypothetical business case with real life relevance.
Last update: Šicnerová Barbora, Mgr. (14.04.2025)
Requirements to the exam -
Pre-requisite for assessment is at least 2/3 participation in the lectures. Full attendance forms 10 % of the grade.
40 % of the grade is formed by oral and written presentations during case study / moot court that will take place in place of the final lecture.
50 % of the grade is formed by results of oral exam. Each student will take an oral exam. During the oral exam the student will be asked two to three questions from a list of questions on topics presented during the course. The student will have time to prepare the responses.
Last update: Šicnerová Barbora, Mgr. (14.04.2025)
Pre-requisite for assessment is at least 2/3 participation in the lectures. Full attendance forms 10 % of the grade.
40 % of the grade is formed by oral and written presentations during case study / moot court that will take place in place of the final lecture.
50 % of the grade is formed by results of oral exam. Each student will take an oral exam. During the oral exam the student will be asked two to three questions from a list of questions on topics presented during the course. The student will have time to prepare the responses.
Last update: Šicnerová Barbora, Mgr. (14.04.2025)
Syllabus -
The course covers primarily the following topics:
Entrepreneurship
· Fundamental principles
· Freedom of establishment
· Entrepreneurs legal acting, proxy
· Entrepreneurs and Consumers
· Entrepreneurs in contracts
Commercial Companies in Comparative View, EU legal entities
· General Partnership, Limited Partnership
· Limited Liability Company
· Joint Stock Company
· EU legal entities
Other legal entities as entrepreneurs
· Associations
· Foundations
· Trust
· State owned entities
Corporate Governance in Comparative View
· Legal regulation, soft law, OECD and national Codes
· Structure of corporate bodies
· Duties and Liabilities of corporate bodies
· Business judgment rule
· Restructuring and Bankruptcy governance
M&A transactions and SHA
· M&A – Forms of transactions
· SPAs/Sale of business - Issues to Be Considered
· Due diligence
· Regulatory framework – merger control/clearance
· Shareholders agreement
Practical case study/moot court
· Students will receive a case study before the final lecture.
· Students will form groups and will represent the claimant or defendant and a separate group will act as the arbitration panel.
· Each group will be required to submit a written submission (petition, response to petition, draft arbitral award) and defend its position orally during the final lecture that will be in the form of a moot court. All members of each group are
· Expected to actively participate in the moot court.
Last update: Šicnerová Barbora, Mgr. (29.08.2025)
The course covers primarily the following topics:
Entrepreneurship
· Fundamental principles
· Freedom of establishment
· Entrepreneurs legal acting, proxy
· Entrepreneurs and Consumers
· Entrepreneurs in contracts
Commercial Companies in Comparative View, EU legal entities
· General Partnership, Limited Partnership
· Limited Liability Company
· Joint Stock Company
· EU legal entities
Other legal entities as entrepreneurs
· Associations
· Foundations
· Trust
· State owned entities
Corporate Governance in Comparative View
· Legal regulation, soft law, OECD and national Codes
· Structure of corporate bodies
· Duties and Liabilities of corporate bodies
· Business judgment rule
· Restructuring and Bankruptcy governance
M&A transactions and SHA
· M&A – Forms of transactions
· SPAs/Sale of business - Issues to Be Considered
· Due diligence
· Regulatory framework – merger control/clearance
· Shareholders agreement
Practical case study/moot court
· Students will receive a case study before the final lecture.
· Students will form groups and will represent the claimant or defendant and a separate group will act as the arbitration panel.
· Each group will be required to submit a written submission (petition, response to petition, draft arbitral award) and defend its position orally during the final lecture that will be in the form of a moot court. All members of each group are
· Expected to actively participate in the moot court.
Last update: Šicnerová Barbora, Mgr. (29.08.2025)
Learning resources -
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.
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.
Luca, N., European Company Law, Cambridge, 2021
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):
1. Treaty on the Functioning of the European Union
2. Act No. 90/2012 Sb. (Czech Republic), On Business Corporations
3. Act No. 89/2021 Sb. (Czech Republic), Civil Code
4. Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings
Other legal regulations (always in wording in force and effect as on the date of examination):
1. United Nations Convention on Contracts for the International Sale of Goods
2. Principles of European Contract law (PECL)
3. Principles of European Tort law (PETL)
Last update: 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.
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.
Luca, N., European Company Law, Cambridge, 2021
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):
1. Treaty on the Functioning of the European Union
2. Act No. 90/2012 Sb. (Czech Republic), On Business Corporations
3. Act No. 89/2021 Sb. (Czech Republic), Civil Code
4. Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings
Other legal regulations (always in wording in force and effect as on the date of examination):
1. United Nations Convention on Contracts for the International Sale of Goods
