Commercial Law

elective courses

Students attending the course in commercial law are expected to be familiar with basic concepts and institutions of the civil law.

Classroom

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 main aim of the course is to explain basic concepts and legal institutions of commercial law, which include law of commercial companies, insolvency and restructuring law, securities and capital market law as well as law of commercial contracts. The thorough analysis of the above mentioned issues will be preceded by an introduction to the subject of commercial law, which in particular includes a brief description of main issues relating to the concept of entrepreneur, legal forms in which entrepreneurs may act in economic turnover as well as issues or registration of business entities.

The subject matter of both, the lecture and the practical seminar, is nearly identical, while both classes are intended to complement each other. The main aim of the course is to present the most important institutions of commercial law, with particular emphasis on the law of commercial companies.

The subject matter of the course covers the following topics:

I. Commercial law – general issues.

1. Introduction to commercial law (concept of commercial law, sources of commercial law, principles of commercial law, concept and types of commercial activities).

2. International commercial law (lex mercatoria, INCOTERMS, CISG, principles of contract law: UNIDROIT, PECL, CFR, DCFR). European commercial law (directives and regulations, ruling of the Court of Justice of the European Union).

3. Economic activity as a subject of commercial law. Competition protection.

4. Commercial law entities (concepts of enterprise and entrepreneur, personal rights of entrepreneurs, registration of entrepreneurs, proxy, main entities of commercial activity: companies and partnerships, individual entrepreneurs, cooperatives, associations, foundations, branches and representatives of foreign business organizations).

II. Commercial companies law

5. 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).

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

7. Registered partnership.

8. Limited partnership.

9. Professional partnership.

10. Limited joint-stock partnership.

11. Limited liability company – formation and main features.

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

13. Shares in a limited liability company.

14. Position of shareholders in a limited liability company.

15. Bodies of a limited liability company.

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

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

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

19. Initial capital of a joint-stock company.

20. Bodies of a joint-stock company.

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

22. 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)

23. Sole-shareholder companies.

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

25. Mergers and acquisitions.

26. Divisions of companies.

27. Transformations of companies and partnerships.

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

29. 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).

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

III. Insolvency and restructuring law.

31. Proceeding in the matter of declaration of insolvency (concept and rationale of insolvency, ability to declare insolvency, effects of declaring insolvency)

32. Types and course of insolvency proceedings.

33. Restructuring proceedings.

IV. Securities law

34. Concept and main features of securities. Principles of securities law.

35. Types of securities and basic rules governing their trading (bills of exchange, checks, bonds, bills of lading, constituent notes).

36. Law of the capital market (trading and transfer of dematerialized securities).

V. Commercial contracts law

37. Features of commercial contracts, principles of commercial contract law.

38. The most important commercial contracts (commercial sale, contract of bank account, contract of credit, contract of insurance, leasing, contract of agency, agent commission agreement).

39. Unnamed contracts (i.e. franchising, factoring, forfaiting, contract of distribution).

40. Debt security instruments (bank guarantee, letter of credit, registered pledge).

Coursebooks:

K. Bilewska, A. Chłopecki, Prawo handlowe, Warszawa 2016

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.

Criteria which are mentioned below will be applied to the exams in commercial law starting from academic year 2017/2018:

In order to complete the course, each student should submit an oral examination consisting of three open-ended questions. Answers to each question are evaluated separately. The total score is calculated as the mean of the partial grades obtained for answers given to each of the three questions, provided that passing the exam is only possible if all the partial assessments are positive.

At the exam each student should be able to discuss basic concepts and legal institutions of commercial law. During the exams each student should also be able to carry out a theoretical description of a particular legal issue presented by the examiner as well as provide a justification of presented point of view referring to Supreme Court judgements and the doctrine. At the exam each student might also be asked to discuss a particular legal issue on basis of a case study.

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.

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