Corporate Law 2

Subject	Corporate Law 2
Semester	3rd semester (autumn)
Type	Elective
ECTS	8 ECTS
Study programme:	Business studies (Master)
Primary language:	Slovene
Additional lecturer:	Jaklič, Klemen

Introduction
The course will be carried out in the Slovene language and is an elective course in accordance with an officially approved curriculum of the Master Degree Program in Business Studies.

Preconditions
Students must have relevant knowledge in the area of general civil law and corporate law.

Goals

• Structured knowledge of the field of law of corporations, especially as regards their establishment, operation, internal organization and management, supervision, status and legal restructuring. Special emphasis is given primarily to companies.

Competencies

• To gain basic theoretical and practical knowledge from various fields in which corporate legal entities enter into mutual relations and relationships with end users;
• Practical knowledge in connection with the establishment of these entities, their management and procedures for the termination of such entities.

Learning outcomes

• Understanding the basic legal instruments in the field and the ability to classify them in concrete situations;
• Argumenting and interpreting the legal provisions of the area and monitoring and analysis of case law;
• Oral and written expression on legal issues, the ability to make legal conclusions,
• Making simpler records of legal transactions;
• Transferring knowledge into different roles in procedures;
• Ability to integrate acquired knowledge with other subjects in the field of civil and commercial law and procedural subjects.

Syllabus
1.Corporate law:
- The status characteristics of companies
- Acquisitions of companies
- Development of corporate relations of the governing bodies and supervision in comparative law
- Comparative legal aspects of the European public limited liability company (SE);
- Related companies: Concerns and holding companies
- Transnational forms of association: European Economic Interest Grouping (EEIG).
2. Autonomous commercial law:
-Development aspect
-Unidroit, Principles of International Contracts, 2004.
3. Modern types of contracts of autonomous commercial law:
- They are contractual freedoms
- The most important legal standards of contract law
- Factoring contracts
- Leasing contracts
-Transferring knowledge and experience (know-how)
-Additional: UN Convention on Contracts for the International Sale of Goods.
4. Securities in commercial practice:
- Bill of exchange, share, bonds, the meaning of options
- Investment and pension funds.
5. Alternative forms of settling commercial disputes:
- Mediation and conciliation
- Arbitrage
- Combined procedures
 
Teaching and learning activities

• Lectures;
• Seminar (analysis of case law, analysis of specific legal and legal issues);
• Exercises (solving hypothetical problems, dealing with products of independent work);
• Other work (consultations related to the preparation of tutorials).

Evaluation systems and criteria

• Knowledge testing consists of: homework (25% share in a joint assessment), assessment of participation in the course in lectures and exercises (25% share) and written examination (50% share).
• Regardless of the calculation taking into account the individual shares; the overall positive assessment must first be a positive evaluation of the final examination.
• Written examination will be conducted after the end of the semester. In order to enter the exam, the student must prepare / submit homework.

 Teaching and learning material

• Keith Abbot et. Al.: Business Law, 8 th edition. Thomson Learning, High Holborn, London, 2007
• Janet Dine : The Governance of Corporate Groups, Cambridge University Press, Cambridge 2000
• Ivanjko Šime et al.: Korporacijsko pravo, . 2 izdaja, UM PF, GVZ, 2009
• Paul J. Omar : Directors Duties and Liabilities, Ashgate Publishing Ltd, Aldershot, 2000
• Dirk van Gerven, aul Storm : The European Company, Cambridge University Press, Cambridge, 2006
• Krešimir Puharič : Gospodarsko pravo z osnovami prava, Založba Uradni list RS, 2004
• Krešimir Puharič : Gospodarsko pravo z osnovami prava, E-učbenik, 2013,http://www.evro-pf.si/media/website/2012/10/Puhari%C4%8D_Gospodarsko-pravo_e-u%C4%8Dbenik.pdf

Office hours

• Before and after the lectures
• By agreement