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Course detail
FP-FposKAcad. year: 2021/2022
The subject matter is the issue of transformations of companies and cooperatives, i.e. changes in their form and structure. The subject is divided into three main parts. The first part of the course deals with corporate transformations, i.e. mergers, divisions and other forms of transformations within the meaning of the Act on Transformations of Commercial Companies. The second part deals with changes in the property structure of a corporation, in particular the transfer of a plant, transfer of a business share or shares. The third part introduces students to the dissolution and winding up of corporations, explaining the various options for dissolution and winding up corporations and the differences between them.
Language of instruction
Number of ECTS credits
Mode of study
Guarantor
Department
Learning outcomes of the course unit
Students will be able to orientate themselves in the issue of transformation of companies and cooperatives, they will learn the basic terminology and will be able to orientate themselves in the legal regulations related to this issue. At the same time, they will be able to describe these processes using concrete examples.
Prerequisites
Passing this course requires prior successful completion of a course in Corporate Law or similar content.
Co-requisites
Planned learning activities and teaching methods
Teaching takes the form of lectures in blocks.
Assesment methods and criteria linked to learning outcomes
No credit is awarded, the course is concluded with a written examination consisting of closed questions. The same rules apply for students with ISP. A minimum of 50% is required to pass the exam. Classification is carried out in accordance with the directive of the Faculty of Business and Entrepreneurship of the BUT.
Course curriculum
1. Corporate law: introductory discourse - introduction to the issue, basic concepts, different forms of corporations2. Conversions of companies and cooperatives: general discussion - basic concepts related to conversions, individual stages of the process, practical examples, tax and economic context3. Explanation of relevant terms: due diligence, shares, shareholding and business plant - explanation of terms4. Acquisition: transfer of plant vs. transfer of shares of a company - issues of "share deal" and "asset deal", differences, practical examples5. Mergers of companies and cooperatives - types of mergers, specifics of each type, practical examples6. Division of companies and cooperatives - types of division, specifics of each type, practical examples7. Transfer of assets to a shareholder: the issue of true and false squeeze-outs - specifics of this type of conversion, practical examples8. Change of legal form of companies and cooperatives - purpose of this transformation, consequences, process9. Cross-border conversions, relocation of the registered office, issues of the commercial register - practical examples10. Dissolution and winding up of companies and cooperatives, relevant aspects of insolvency law - different types, liquidation, bankruptcy, insolvency proceedings
Work placements
Aims
The aim of the course is to explain to students the various forms and possibilities of transformations and changes in the form and structure of a corporation, to familiarize students with the basic concepts and, above all, to clarify the legal and economic (financial or tax) aspects of these complex business transactions.
Specification of controlled education, way of implementation and compensation for absences
There is no checking during the teaching. Teaching is carried out in the form of lectures, where the participation of students is not compulsory.
Recommended optional programme components
Prerequisites and corequisites
Basic literature
Recommended reading
Classification of course in study plans
branch MGR-UFRP-KS-D , 2. year of study, summer semester, compulsory
Guided consultation in combined form of studies
Teacher / Lecturer