Business and commercial law

Lecturer: JUDr. Alena Bányaiová, CSc.

1. Introduction to Czech Commercial Law

  Commercial law, structure, essentials of commercial law and its place in the Czech legal system
  Basic terms of commercial law
  Entrepreneurs as parties to commercial relations
  Conduct and legal acts in commercial relations

2. Essentials of Czech Company Law

  Legal forms of companies
  Establishment, existence and termination of companies
  Acting on behalf of a company in the course of its formation
  Commercial Register

3. General Partnership, Limited Partnership

  General overview and corporate structure
  Rights and duties of partners
  Corporate management

4. Limited Liability Company

  General overview and corporate structure
  Rights and duties of partners (shareholders)
  Corporate management

5. Joint Stock Company

  General overview and corporate structure
  Rights and duties of shareholders
  Corporate management

6. Joint Stock Company - Harmonization with EU Law

  Minority shareholders and their rights
  Measures preventing conflicts of interest
  Basic principles of corporate groupings

7. Competition Law

  General overview of competition law – private law and public law aspects of competition law
  Unfair competition – general clause
  Unfair competition – specific clauses and relevant case law
  Remedies

8. Competition Law - Antitrust

  Cartel regulation
  Abuse of dominant position
  Private law remedies
  Other means of public law protection of competition - merger control, public procurement, state aid

9. Commercial obligations

  Principles of application of the Commercial Code on commercial relations
  Law of contracts, special means of contracting, agreement on future agreement
  Security obligations
  Changes to and termination of commercial contracts
  Liability for damage

10. Typical commercial contracts

  Contract on sale of enterprise
  Contract on lease of enterprise
  Sales representation
  Silent partnership

Fundamentals of Private Law for Business and the Judicial Protection of Rights

Lectures:

JUDr. Ondřej Frinta, Ph.D. (Fundamentals of Private Law)

Doc. JUDr. Alena Macková, Dr. (Judicial Protection of Rights)

JUDr. et PhDr. David Elischer, Ph.D.,

JUDr. Jana Hrstková, Ph.D. LL.M.

1. Introduction to Private Law in the CzechRepublic

  Historical development.
  Sources of civil law in the Czech Republic – the system and relations among them
  Fundamental principles and institutes of private law

2. Subjects of Rights and Duties in Private Law

  Natural persons
  Legal entities
  Legal capacity
  Capacity to perform legal acts

3. Property Law in CzechRepublic

  The concept of the thing in Czech law
  The system of iure in re
  Ownership, lien, easements, retention right
  Real estate cadastre

4. Obligations I

  Formation, termination
  Change of parties, change of content
  Security of obligations

5. Obligations II

  Common types of nominate contracts
  Consumer contract

6. Liability in Private Law in the CzechRepublic

  Liability for damage
-General and special liability

-Strict liability

-Manner and scope of compensation for damage

  Unjust enrichment

7. System of justice

  The system of courts
  Constitutional and civil judiciary
  Legal status of the judge

8. The bar, notaries and executors and other legal professions

  Legal aid system
  The position and the role of the bar
  The role of the notaries and the executors in the legal system

9. Civil litigation

  The protection of rights, claims
   1st instance civil litigation, evidence, judgement, costs
   Appellate proceedings, alternative dispute resolution

10. The enforcement of judgements

  The courts and executors
  The enforcement of judgements and execution
  Insolvency proceedings

Course description:

The course focuses on fundamentals of theoretical background and principles of private law in the Czech Republic, including prepared amendments. First and foremost, the course is focused on actual legal regulations enacted namely in the Civil Code, the Civil Procedure Code and related laws, such as the Act on Liability for Damage Incurred by a Defect of a Product in civil substantive law, the Act on Insolvency and Its Resolution, and the Execution Procedure Code in civil procedure. The basic emphasis of the course is on explanation of legal regulation of obligations, including the conception and legal regulation of liability. Attention is also paid to rights in re, both theoretically and in practice (transfers of ownership, namely of immovables). Extra attention will be paid to the draft of the new Civil Code.  

Private International Law and International Business Transactions 
Lecturers:

Prof. JUDr. Monika Pauknerová, CSc., DSc.,

JUDr. Jan Brodec, Ph.D., LL.M.,

JUDr. Zbyšek Kordač. LL.M.

1. Private International Law – General introduction

  General introduction and special characteristics
  Conflict of law rules and substantive rules
  European Private International Law

2. General part of Private International Law

  Classification
  Renvoi
  Application of foreign  law

3. General part of Private International Law

  Mandatory rules
  Public policy

4. Persons in Czech and European Private International Law

  Natural persons
  Legal persons and “other than foreign natural persons”
  Persons and freedom of establishment in European and Czech law

5. Law applicable to contractual and non-contractual obligations

  Determination of the proper law of contracts and torts
  Law applicable to contractual obligations
  Law applicable to non-contractual obligations

6. International commercial contracts

  General climate
  Sources of law and other formulations
  Lex mercatoria  
  International sales contracts, CISG
 Sphere of application
  Formation of the contract and obligations of the parties
  Passing of risk
  Remedies for breach

7. Settlement of commercial disputes
 Introduction
 General questions and sources
 Litigation or alternative dispute resolution
 Basic elements of international civil procedure

8. Settlement of commercial disputes: European Private International Law (JB)
  European Regulations concerning dispute settlements
  European Regulation on insolvency proceedings
  Jurisdiction pursuant to Brussels I Regulation
  Recognition and Enforcement of judicial decisions pursuant to Brussels I Regulation
  Recognition and Enforcement of European Enforcement Order and European Payment Order  

9. International commercial arbitration
  Introduction – the options for international dispute resolution
  International conventions
  Arbitration in the Czech Republic

Course description:
The course on private international law focuses on general problems of regulation of commercial relations containing international element, especially with a comparative emphasis.. The subject of the course is both the classic general part of private international law and the general interpretation of international uniform law, including complicated problems of sources of law and their mutual relations.
In addition, a particular part of the course is focused mainly on the subjects in international commercial relations, choice of law in the field of contractual and non-contractual obligations and on the most important international commercial contracts. The course also concentrates on the possibilities of settlement of international commercial disputes in judicial and arbitration proceedings. 

EU Internal Market Freedoms and Competition Law  
Lecturers:
Doc. JUDr. Pavel Svoboda, PhD., D.E.A.
Prof. JUDr. PhDr. Michal Tomášek, DrSc.
JUDr. Tereza Kunertová, LL.M.
JUDr. Václav Šmejkal, Ph.D.

1. EU Internal market basics
  economic integration forms
  system of legal regulation
  fundamental principles
  non-discrimination on the grounds of citizenship / origin
  legality of so-called reverse discrimination (discrimination of own nationals)
  relations among internal market freedoms

2. Free movement of goods
  principle
  material (notion of goods) and territorial (EU territory v free movement of goods    territory) scope of the principle
 barriers and their removal
 exemptions
 common commercial policy as external aspect of free movement of goods

3. Free movement of persons
  personal and territorial scope of the principle
  exemption
  importance of migrant workers
 non-discrimination principle

4. Freedom of settlement
  principle
  exemptions
  methods of rapprochement of national legislation in the area of legal persons regulation

5. Free movement of services
  principle
  definition of services vis-a-vis other internal market freedoms 

6. Free movement of capital and payments;
  coordination of Member States’ economic policies and common currency

7. Competition law I 
  basics and structure of legal regulation
  relations among individual anticompetitive activities
  cartel agreements

8. Competition law II 
  abuse of dominant position
  dominant position notion
  abuse notion
  antidumping as external aspect of dominant position abuse

9. Competition law III 
  relationship between national and EU competition laws
  state aid
  antisubsidy as external aspect of EU state aid regulation
  public tenders and their relationship to free movement of goods and services

10. Intellectual property and Internal market
  IP and free movement of goods
  parallel imports: IP and competition law
 distribution agreements – free movement of knowledge after the Lisbon Treaty

Course description:
This course of 10 two-hour lectures introduces students to the foundations of the EU internal market and its legal regulation. All of these lectures depart from positive law as construed by the European Court of Justice, whose case-law has not only been filling-in lacunas of the Treaties but also shows which of its parts have proven to be important for economic practise. The course will demonstrate a common feature of all four market freedoms. Basic links to global economic regulation (GATT, GATS, TRIPs) are part of the course.

International Economic Law

Lecturers:

Prof. JUDr. Pavel Šturma, DrSc.

JUDr. Vladimír Balaš, CSc.

1.  Introduction to international legal framework of economic relations
2.  Subjects of International Economic Law. International economic organizations
3.  State in IEL. Jurisdictional immunities of state
4.  Sources of IEL. International treaties. Interpretation
5.  Diplomatic protection. Case law (PCIJ, ICJ)
6.  WTO. Dispute settlement
7.  Protection of property rights by the European Court of Human Rights. Case law
8.  Multilateral and bilateral investment treaties
9.  ICSID arbitration
10. UNCITRAL and arbitration ad hoc