Corporate law

Subject	Corporate law
Semester	4th semester (spring)
Type	compulsory
ECTS	6 ECTS
Study programme:	Economics / 1st Bologna cycle
Primary language:	Slovene

Introduction
The course is delivered in Slovenian and is a compulsory course in accordance with the officially approved curriculum of the undergraduate study programme in Business Studies.

Prerequisites
The student must have appropriate knowledge in the field of general civil law.

Content (Syllabus outline)

Development
The fundamental characteristics, development and sources of company status law in foreign legal systems
The development of company status law in the territory of Slovenia
The Companies Act (1993-2006)
The Companies Act (ZGD-1)
Privatisation of enterprises
Typology of commercial entities
Organisations in the economic sector (enterprises or companies, banks, insurance undertakings, cooperatives) and in the non-economic sector (public institutes, associations, foundations)
The theory of the firm
The sole trader
Companies
General
Concept and development
Formation of a company (instruments of incorporation, entry in the register, pre-company)
Common characteristics of companies
Legal capacity and activity
Assets and liability for obligations
Business name
Registered office
Representation
The court register
Business secrets and the prohibition of competition
Dissolution of a company
Status changes
(Regular) liquidation
Bankruptcy
Principles
Conditions for initiation
The fundamental phases of the procedure and the bodies of the procedure
The legal consequences of the commencement of bankruptcy proceedings
Avoidance of legal acts
Compulsory settlement
Individual types of company
General partnership (unlimited liability company)
Concept
Formation
Relations between partners
Liability for obligations
Limited partnership
Concept
Formation
Relations between partners
Liability for obligations
The double partnership
The silent partnership
Limited liability company
Concept
Formation
Relations between members
Liability for obligations
Public limited company
Concept
Formation
The concept of the share, types of shares, rights attaching to shares
The securities market
Governance
Management and supervisory bodies
The liability of members of management and supervisory bodies for damages
The position of minority shareholders
Actions for nullity and actions for annulment
Partnership limited by shares
The European public limited company (Societas Europaea)
The development of European company law
Group of companies and holding
Status transformation of companies

Objectives and competences
Structured knowledge of the law governing commercial entities, in particular as regards their establishment, operation, internal organisation, management and supervision, and their status-related legal transformations. Particular emphasis is placed on companies.

Intended learning outcomes
Competences To acquire basic theoretical and practical knowledge in the various fields in which commercial legal entities enter into relations with one another and with end users; Practical knowledge relating to the establishment of such entities, their management and the procedures for their dissolution. Learning outcomes Understanding of the fundamental legal instruments in the field and the ability to classify them in specific situations; Argumentation and interpretation of the statutory provisions in the field, and the monitoring and analysis of case law; Oral and written expression on legal questions, the capacity for legal reasoning, Drafting of simpler records of legal transactions; Transfer of knowledge into various forms of pleadings in proceedings; The ability to connect the knowledge acquired with other courses in the field of civil and commercial law and with procedural courses.

Learning and teaching methods

Forms and methods of work

lectures (conveying fundamental theoretical knowledge)

seminar (analysis of case law, analysis of specific statutory and transactional provisions)

tutorials (solving hypothetical problems, discussion of the products of independent work)

other work (consultations regarding the preparation of products for discussion in the tutorials)

Assessment

Assessment consists of: homework (25% share in the overall grade), the assessment of participation in the course (25% share) and a written examination (50% share). (25%)
Irrespective of the calculation taking the individual shares into account, a positive grade in the final examination is a prerequisite for a positive overall grade. (25%)
The written examination is taken after the end of the semester. In order to take the examination, the student must complete and submit all homework assignments. (50%)

Readings

Obvezna literatura:
Ivanjko, Šime, Kocbek, Marijan. 2009. Korporacijsko pravo. Ljubljana: GV.
Kocbek et al. 2014. Veliki komentar Zakona o gospodarskih družbah: 2. izdaja. Ljubljana: GV.
Veljavna zakonodaja s področja, ki se objavi za vsako študijsko leto (dostopna na spletu: www.dz-rs.si).

Office hours

Before and after lectures
By arrangement