Corporate Law

Subject	Corporate Law
Semester	4th semester (spring)
Type	Required
ECTS	6 ECTS
Study programme:	Business Studies (undergraduate)
Primary language:	Slovene

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

Preconditions
Students must have relevant knowledge in the area of general civil 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. History
- Fundamental characteristics, development and sources of status-making in foreign legal systems
- Development of the status law in the territory of Slovenia
- Companies Act (1993-2006)
- Companies Act (ZGD-1)
- Ownership of companies
2. Typology of economic operators
- An organized area of ​​the economy (companies or companies, banks, insurance companies, cooperatives) and non-industry (institutions, societies, Institutions)
- Company theory
3. Entrepreneur
4. Commercial companies
- General
- Concept and development
- The formation of the company
- Common characteristics of companies
- Legal capacity and activity
- Assets and liability for liabilities
- Firm
- Headquarters
- Representation
- Court Register
- Business secrecy and a competitive ban
- Starting the company
- Status changes
- (Regular) liquidation
- Bankruptcy
- Principles
- Conditions of introduction
- Fundamental phases in the procedure and process bodies
- Legal consequences of initiating bankruptcy proceedings
- Challenge legal actions
- Compulsory settlement
- Individual companies
- The concept of share, types of shares, share rights
- Securities market
- Management
- Management and control bodies
- The liability of the members of the management and supervisory bodies
- Situation of minority shareholders
- Null and void actions
- Limited joint stock company
- European limited liability company (Societas Europaea)
- The development of European society law
- Concern and holding
- Status transformation of companies
 
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

• Ivanjko, Šime, Kocbek, Marijan. 2009. Korporacijsko pravo. Ljubljana: GV.
• Kocbek et al. 2014. Veliki komentar Zakona o gospodarskih družbah: 2. izdaja. Ljubljana: GV.
• Valid legislation (published on: www.dz-rs.si)

Office hours

• Before and after the lectures
• By agreement