(in Polish) Prawne uwarunkowania pozyskiwania kapitału przez przedsiębiorstwa

general courses

The lecture is dedicated to all students.

During the lecture the following topics will be discussed:

- loan facilities,

- bank loan,

- debt securities,

- financial instruments,

- share capital,

- shareholder surcharges,

- mezzanine financing,

- public grants and subventions.

The lecture has the form of direct meetings or lectures

on-line (depending on the orders of the Rector of UW or the Dean of WNE UW, related to the epidemic situation caused by COVID - 19).

On the basis of the presented theory, students will study examples of practical problems.

As a result, students will learn to identify the key legal risks associated with raising capital by companies and consciously avoid events that may cause contractual, tort or criminal liability.

The following issues will be discussed during the lectures:

1. the legal construction of loan facilities, by comparing the loan agreement and the bond issue, with particular emphasis on the occurrence of the features of prohibited actions such as parabanking activities and pyramids scheme,

2. the construction of a bank credit agreement and legal risks related to the contractual relations with the bank,

3. construction of debt securities,

4. types of financial instruments, legal aspects of derivatives trading and rules of admission and introduction of these instruments to trading on the regulated market,

5. construction of the share capital (at the stage of establishing a capital company, increasing or decreasing the share capital, principles of dividend payment and creation of supplementary and reserve capitals),

6. rules of making additional payments by shareholders of the companies,

7. legal construction of mezzanine,

8. possibilities of obtaining financing from public grants or subsidies.

literature:

A. Chłopecki, M. Dyl, Prawo rynku kapitałowego, Warszawa 2019

M. Wierzbowski, L. Sobolewski, P. Wajda, Prawo rynku kapitałowego. Komentarz, Warszawa 2018

S. Sołtysiński, Prawo spółek kapitałowych. System Prawa Prywatnego. Tom 17A, Warszawa 2015

KNOWLEDGE:

After completing the course, the student is aware of the existence of a set of private law norms related to the mechanisms of raising capital by enterprises, and also knows the risks associated with compensatory relief and criminal charges for criminal acts.

SPECIFICATIONS:

Students have the ability to make an independent assessment of legal risks, related to specific occurrences in the business, associated with the acquisition of capital by enterprises.

BASIS:

As a result of a comprehensive view of various legal problems, the student, at the end of the course, is able to avoid undesirable events, reduce legal risks and focus exclusively on lawful raising of capital by enterprises.

The basis for passing the course is to receive a positive grade from the exam.

The exam consists of a 45-minute study of two (of the three proposed) open questions (each of them for 10 points).

In total, it is possible to receive 20 points from the examination.

The basic pass threshold is 50% (10 points).

Written exam

In case of persistent restrictions related to the epidemic situation caused by COVID - 19 (depending on the orders of the Rector of UW or the Dean of WNE UW), an on-line exam is also possible. Such an exam will consist in sending 3 issues to all students participating in the exam via e-mail (at the same time). Students will choose 2 of the 3 issues and send back e-mails with the elaboration of the selected issues in PDF form, after no longer than 45 minutes, from the moment of sending the e-mail with the questions.