Course title in Estonian
Course title in English
Law of Business Associations
approximate amount of contact lessons
lecturer of 2018/2019 Spring semester
lecturer not assigned
lecturer of 2019/2020 Autumn semester
lecturer not assigned
¤ To give a thorough overview of the laws that govern business associations, such as private limited companies, publically owned companies, partnerships, sole proprietorships, and non-profit organizations.
¤ To give an overview of the development which civil relations are governed by the law of business associations, different company forms, their similarities/differences, management of different business associations forms, legal relations between the company and its members, membership in general, business register, legal acts regulating company law in civil law systems and common law systems and at the EU level, and the connections between other legal areas.
¤ To give an overview of court practice that is important to understand company law cases.
¤ To give necessary theoretical knowledge and practical skills to understand and solve company law cases.
Brief description of the course
The course gives an overview of the historical development and regulation of business associations such as private limited companies, publically owned companies, partnerships, sole proprietorships, and non-profit organizations. The concept of limited liability, delegated management with a board structure, profits, and the rights of shareholders are discussed. The system, principles, institutes of business associations, different company forms and their legal regulation in civil legal systems, common legal systems and at the EU level will be discussed in detail.
Compulsory reading assignments including case briefs, legislation and scholarly articles to be read before lectures and seminars, as assigned by the lecturer and detailed in the course program.
Other tasks may include case analysis, written seminar papers, presentations, independent or group work as detailed in the course program.
Learning outcomes in the course
After a successful completion of the course, a student will:
¤ Have an understanding of which legal norms govern various business associations, including company law, what company law regulates, and what are the advantages and disadvantages of different business associations.
¤ Have a complete understanding of the concept of limited liability and how the company is governed and acts.
Have an understanding of the differences between the regulation of various business associations in civil legal systems, common legal systems, and at the EU level.
¤ Individually be able to resolve business association legal cases.
¤ Individually able prepare the establishment, management, restructure, merger, division and termination procedures of various business associations.
Other methods as detailed by the lecturer in the course program, including individual or group problem solving exercises, case presentations/analysis, a term or scholarly paper, and attendance and participation in seminar discussions.
Comparative Company Law: Text and Cases on the Laws Governing Corporations in Germany, the UK, and the USA. Cahn, Andreas and Donand, David C. Cambridge University Press, Cambridge UK, 2010
Global Issues in Corporate Law. Gevurtz, Franklin. Thompson West, St. Paul MN, USA. 2006