Infopaket

Corporate Law and M&A

Вибіркова дисципліна для ОП

Second

2023/2024

2 Semester

2

Achievement of competencies, skills and abilities such as the ability to solve complex specialized problems and practical cases in the field of corporate law, which involves the application of legal doctrines, legal principles, rules of law, the ability to solve corporate law cases in situations requiring systematic, logical and functional interpretation of the law, as well as understanding the peculiarities of their application; ability to independently prepare drafts of law enforcement acts (draft court decisions on various categories of corporate disputes), draft corporate legislative acts, taking into account the requirements for their legality, validity and motivation; ability to demonstrate skills of professional support of starting a business or a sale of a business (M&A), ability to analyse such corporate institutions as sell-out and squeeze-out in terms of problematic aspects of these corporate tools.

External form

Elaborate the norms of the Economic Code of Ukraine and other legislative acts regulating corporate relations, analyse the provisions of the legislation on the legal status of economic organizations of various organizational and legal forms, determine the procedure for creating and terminating corporate law entities; analyse case law on dispute resolution with the participation of subjects of corporate relations; be able to process sources of special literature on relevant topics of the course; use acquired interdisciplinary links, in particular, in commercial, civil, tax law; create cases on the basis of real court cases; acquire skills for preparing drafts of law enforcement acts used in corporate relations practice (constitutional and internal documents), drafting a corporate agreement for a limited liability company or joint stock company.

The discipline forms knowledge of the legal regulation of corporate relations, legal support of economic activity of organizational and legal forms of the corporate type; it helps to increase the professional level and competitiveness of future lawyers in the market of legal professions by deepening knowledge in the field of corporate law and the formation of skills for effective management of corporate structures. This discipline builds interdisciplinary relationships with other disciplines, such as civil law, economic law, civil procedural law, economic procedural law. The student's ability to draft constitutional documents of corporate law entities is developed. Considerable attention is paid to the analysis of case law on various categories of corporate disputes.

Doroshenko L.M. Corporate Law and M&A. Course Syllobus. - Taras Shevchenko National University of Kyiv, 2021. Corporate Law through the Prism of Judicial Case Law: a monograph / ed. I.V. Spasybo-Fateeva. Kharkiv: EKUS, 2021. - 512 p. Corporate Law: a textbook. /ed. O.V. Garagonich, S.M. Grudnytska, L.M. Doroshenko. - 2nd ed. Kyiv: Artek Publishing House, 2018. - 400 p. Kucherenko I.M. Organizational and Legal Forms of Legal Entities of Private Law / Kucherenko I.M. K .: Institute of State and Law named after V.M. Koretsky, NAS of Ukraine, 2004. - 328 p. Dolinskaya V.V. Minority Shareholders: status, rights and their implementation / V.V. Dolinskaya, V.V. Faleev. - М .: Walters Kluwer, 2010. - 240 p.

Meetings with practitioners on topical issues of the course, guest lectures on the topics of the course, binary classes on the topic of the discipline. Teaching methods: conversation, explanation, scientific discussion on problem issues of the course; problem-based teaching of certain issues of the course, the use of visual material in the form of presentations, the use of statistical methods in teaching the material on the types of organizational and legal forms of corporate law; review and analysis of webinars on M&A; practical methods: coordination of students' actions in solving cases based on real court cases, management of simulation procedures involving advising and drafting procedural documents by students, in particular, on possible ways to protect the rights and interests of corporate entities; discussion of complex legal issues of the course.

Types of formative assessment are chosen by the teacher who conducts practical lessons in compliance with the course syllabus. The teacher who conducts seminars processes students’ points scored during coursework and enters them in the student performance evaluation documents. If a student is absent from a seminar for a good reason, he / she may complete the missed lesson in extracurricular time within the module when this lesson was missed, during the teacher's consultation. The procedure is carried out by means of oral examination or another type of task set by the teacher. Points for missed classes are not awarded.

Ukrainian