Commercial Law - classes

optional courses

Blended learning

Commercial law is a discipline of private law covering a set of regulations relating to legal relationships involving entrepreneurs. Commercial law is not a homogenous domain, but a complex of diverse regulations, whose common denominator is the connection with business activities undertaken by entrepreneurs.

The practical seminar deals only with commercial companies law. Other issues - i.e. general issues of commercial law, commercial contracts law, insolvency and restructuring law, securities law, law of commercial arbitration - are covered by the lectures.

For the purposes of the exam students must demontrate knowledge of the issues discussed both during the lecture and the practical seminar.

The subject matter of the course covers the following topics:

1. Introduction to commercial companies law (concept of a partnership or company, civil law partnership, quiet company, partnerships and companies, deed of a commercial company, commercial company as a legal relationship).

2. Formation of commercial partnerships and companies. Companies in organization.

3. Registered partnership.

4. Limited partnership.

5. Professional partnership.

6. Limited joint-stock partnership.

7. Limited liability company – formation and main features.

8. Capital issues of the limited liability company (contributions, initial capital – concept, increase and reduction).

9. Shares in a limited liability company.

10. Position of shareholders in a limited liability company.

11. Bodies of a limited liability company.

12. Dissolution, liquidation or insolvency of a limited liability company.

13. Joint-stock company – main features and formation.

14. The concept of shares in a joint-stock company. Shares as a type of securities. Dematerialization of shares.

15. Initial capital of a joint-stock company.

16. Bodies of a joint-stock company.

17. Dissolution, liquidation or insolvency of a joint-stock company.

18. Resolutions of a meeting of shareholders (nullity, nonexistence, appellation, “squeeze out” procedure in a joint stock company, amendment of the company deed in order to change the company’s scope of activity)

19. Simple joint stock company.

20. Sole-shareholder companies.

21. Public joint-stock companies and the capital market.

22. Mergers and acquisitions.

23. Divisions of companies.

24. Transformations of companies and partnerships.

25. Cross-border mergers and divisions of commercial companies.

26. Companies and cooperatives registered in accordance with the corporate law of the European Union (Societas Europaea, Societas privata Europaea, Societas cooperativa Europaea, European economic interest grouping).

27. Concept of syndicate and its regulation in polish law.

Coursebooks:

K. Bilewska, A. Chłopecki, Prawo handlowe, ed. 4, Warszawa 2020

M. Modrzejewska, J. Okolski (ed.), Prawo handlowe, Warszawa 2016

Complementary literature:

System Prawa Prywatnego:

A. Szajkowski (ed.), System Prawa Prywatnego. Tom 16. Prawo Spółek osobowych, Warszawa 2016

S. Sołtysiński (ed.), System Prawa Prywatnego. Tom 17a. Prawo spółek kapitałowych, Warszawa 2015

S. Sołtysiński (ed.), System Prawa Prywatnego. Tom 17b. Prawo spółek kapitałowych, Warszawa 2016

and

commentaries to the commercial companies code and the civil code as well as literature indicated by tutors and lecturers during the course.

After completing the course each student should demonstrate the knowledge of commercial law concepts and institutions. Each student should also be able to independently interpret legal regulations with a reference to the doctrine and ruling of the Supreme Court.

Completion of the practical seminar is based on rules set by a concrete tutor, which should be presented to the students no later than at the first classes in each semester.

Not applicable.