Бакалавриат 2020/2021

Предпринимательское право

Статус: Курс по выбору (Международный бизнес и менеджмент/ Менеджмент)

Направление: 38.03.02. Менеджмент

Кто читает: Департамент менеджмента

Где читается: Санкт-Петербургская школа экономики и менеджмента

Когда читается: 1-й курс, 1, 2 модуль

Формат изучения: с онлайн-курсом

Преподаватели: Шушунова Елизавета Васильевна

Язык: английский

Кредиты: 4

Контактные часы: 40

Course Syllabus

Abstract

The course aims at comprehensive study of the fundamentals of jurisprudence, specifically the basic legal notions and institutions that are of special importance in the business field and management. The goal of the course is also to form ideas on interactions between particular elements of the legal and economic systems of the Russian Federation and other jurisdictions, both at the macro-level (governmental policy and regulation) and micro-level (corporate and entrepreneurial issues). Moreover, the purpose of the course is to develop professional skills necessary for practical activities, such as correct and relevant application of the legal acts, comprehensive legal analysis of institutions and cases arising on a managerial scale.

Learning Objectives

• the course is to develop professional skills necessary for practical activities, such as correct and relevant application of the legal acts, comprehensive legal analysis of institutions and cases arising on a managerial scale.

Expected Learning Outcomes

• students ought to know basic notions, categories, institutions and subjects of study within the main sections of the course
• students ought to know be able to explain them and give examples of similar cases in actual business practice
• students ought to know main features of the legal regulation of business activity
• students ought to know specific legal aspects of certain types of contracts and obligations used in corporate practices
• students ought to know legal characteristics of the corporate property
• students ought to know features common for business entities of various organizational forms (in terms of their economic nature and legal status)
• students ought to be able to use the course terminology when discussing theoretical and practical issues
• students ought to be able to evaluate the effectiveness of administrative and judicial decisions
• students ought to be able to set goals and tasks related to the performance of professional functions
• students ought to be able to analyze situations and facts taking into account acquired skills and knowledge
• students ought to be able to reflect on the content of legal acts and apply them for managerial tasks
• students ought to have the following skills adequate use of relevant theories, categories and legal norms
• students ought to have the following skills performance of administrative functions

Course Contents

• Basics of Legal History & Theory. Natural and Positive Law. System of Law. Subjects of Law. Government and its’ functions
  Historical evolution of legal systems. Roman law. Principal division into private and public law. State, society and law. Statehood: nature and elements. The notion of Natural and Positive Law. Subjects and objects of law. Rule of law. System of law. Branches of law. Branches of public law: a brief description. Branches of private law: a brief description. The subject and method of legal regulation. Legal relations, their elements and structure. Legal facts. Offenses and legal liability. Law, economics and management: interrelations and impact. Economic policy of a state, legal regulation and boundaries. Economic, managerial categories and institutions and their legal consolidation. Economic analysis of law.
• Basics of Constitutional Law and Human Rights
  Legal status of a person and citizen. Concept of human rights. International standards and institutions for the protection of human rights. The structure and competence of the European Court of Human Rights, procedural aspects. Constitutional rights and freedoms in Russia. Respect and protection of human rights as a joint jurisdiction of the Russian Federation and its entities. The Constitution of the Russian Federation as the basic legal act of the country. The interrelation of the Constitution and other legal acts. The concept and principles of the constitutional order. Rule of law and its implementation. The constitutional foundations of the economic system of the Russian Federation. Russia is a social state. Division of jurisdictions and powers between the federal authorities of the Russian Federation and the state authorities of the subjects. Judicial system of the Russian Federation, justice in the Russian Federation: concept and constitutional principles.
• Basics of Civil Law. Principles of Private Law. Legal Status of Objects of Civil Rights. Legal capacity
  General principles of Private law. Place of Civil law in the regulation of market economy relations. General characteristics of the subjects and objects of Civil law. Consumer rights Protection. Property. Securities. Intangible assets, intellectual property. Real estate, its legal status. The legal status of land under Russian law. Registration of property rights. Ownership and other rights in rem. Three titles of the owner: possession, use and disposal of property. Grounds for the acquisition and loss/deprivation of property. Servitudes. Rent as temporary possession and utilization of property. Trust administration of property. Circulability of property. Divisibility of property. Income and profit (economic and legal characteristics). Enterprise as a property complex. Property assigned to corporate branches and representative offices
• Legal Status of Commercial Entities & Self-employed Entrepreneurs
  Entrepreneurial activity (entrepreneurship) as an economic and legal category. Legal regulation of various business activities. The complex nature of the regulation of business relations. Special legal institutions and categories used while establishing business relations. Civil law regulation of business relations. Public law and institutions in the regulation of business relations. Self-employed Entrepreneurs. Legal entities: the concept and general characteristics. Branches and representative offices. Organizational forms of legal entities. Commercial and non-profit organizations. Foundation, state registration, reorganization, liquidation of legal entities. Legal aspects of mergers and acquisitions of companies. Competition of jurisdictions in the context of globalization. Multi-level companies. Group of companies. Features of the legal status of small businesses. Economic and legal characteristics of the institution of bankruptcy. Commercial organizations. The concept and types of commercial organizations. Business partnerships and corporations: general and special. Corporation as a commercial organization. Corporate structures in the modern world. Closed and open corporations. Corporations and corporate relations. The legal and economic nature of corporations. The most common organizational forms of commercial corporations under the Russian law: LLC, PJSC and Non-public JSC, their main features and legal status. Constituent capital. Shares and other corporate securities. The concept of corporate control. Legal aspects of corporate governance. Management of the company: general assembly of shareholders (participants), the board of directors, the managing executive committee and the sole executive body (general director). Subsidiaries and affiliates. Holdings, financial and industrial groups. On the nature of the legal status of non-profit organizations. Types of non-profit organizations.
• Transactions and Contracts
  Concept of an obligation. Contractual and non-contractual obligations. Parties to an obligation: the debtor and the creditor. Performance of obligations. Replacement of parties to an obligation. Debt transfer and cession. Ways of ensuring obligations’ performance. Main features of civil liability. Responsibility for failure to perform or improper performance of contractual obligations. Recovery of damages in respect of direct actual damage. Commercial and other types of contracts applicable for management and business activities. Concept of a transaction. “Transaction” as an economic category. Legal concept of a transaction. Transaction and contract. Requirements for validation of transactions. Forms of transactions. Valid and void transactions. Null and void transactions, legal consequences of invalid transactions. Void parts of a transaction. The basic legal notion “contract”. Role and value of contracts in business practice. Main elements of a contract. Types of contracts. The approximate structure of the contract. Conclusion, amendment and cancellation of a contract.
• Antitrust Law. Restriction of monopolistic activities at commodity markets. Unlawful/unfair competition: the concept and types of unfair competition. Legal consequences of violation of antitrust legislation
  Restriction of monopolistic activities at commodity markets. The concept of competition. Competition principles and means of their implementation. Types of violations in the field of antitrust legislation. The concept and features of monopolistic activity at commodity markets. Types of monopolistic activity. Abuse of dominance. Agreements and concerted actions. Unlawful/unfair competition: the concept and types of unfair competition. Unfair competition and advertising. Legal consequences of violation of antitrust legislation. Powers of governmental agencies. Governmental control over economic concentration. Types of liability for violation of antitrust legislation.
• Financial markets, investment and State Regulation. Banking services market. Insurance services market. Securities market. Legal framework for investment activities. State guarantees. Types of foreign investment
  certain forms of foreign investors' activities on the territory of the Russian Federation. Features of legal status and procedures for the establishment of representative offices of foreign legal entities.
• Basics of Labor Law
  Labor relations in a corporation. Parties of labor relations. Recruitment and dismissal of personnel. Schedule of positions and salaries. Employment duties. Employment agreement (contract) and civil law contract. Employment order and employment agreement. The concept of an employment agreement. Parties to an employment agreement. The content and duration of an employment agreement. Types of employment agreements. Part-time jobs. Conclusion of employment agreements. Required documents. Protection of employees’ personal data. Cancellation of an employment agreement. Grounds for cancellation. Labor discipline. Employees’ and employer’s legal liability. Personnel outsourcing: economic content and legal regulation. Management’s organizational and legal status: general legal provisions. Legal status of a chief executive officer. Special aspects of recruitment and dismissal of a CEO.
• The concept of intellectual property. Legal regulation
  Intangible assets, their role in the modern business world. Intangibles and intellectual capital. Intangible assets and their legal protection by Russian law. Types of intellectual property. Industrial property. Inventions, utility models, industrial designs. Means of individualization and “know-how” as the most important intellectual property for management and marketing purposes. The concept of "brand" and "means of individualization": similarities and differences. Concept of “commercial name”. The effect of the exclusive right to commercial name on the territory of the Russian Federation. The correlation between commercial name, commercial designation and trademark. Intellectual Property Rights on the Internet. Software rights product as an object of intellectual property.
• Legal responsibility for economic offences. Basics of Administrative and Criminal Law
  General characteristics of the main institutions of administrative law. Brief characteristic of criminal law. Administrative and criminal liability of entrepreneurs.
• Tax law. Definition of tax and levy
  The concept, nature and functions of taxation. The notion of tax. Taxes and budget systems. Principles of taxation. Macroeconomic model of taxation burden distribution. Effective tax rates. Classification of taxes. Federal taxes, regional taxes, local taxes. Legislation on taxes and fees. Tax Code of the Russian Federation, its structure and content. The role of judicial practice. Subjects of tax relations, their rights and obligations. Taxpayers, tax agents, tax authorities. Elements of taxation. Objects of taxation. Subjects of taxation. Tax rate. Basis period. The concept and necessity of tax accounting. Accounting, tax and management accounting. Tax reporting. Fulfillment of duties to pay taxes and fees. Demand. Write-off of funds from the account. Arrears on tax. Forms of tax control. Tax return. Tax checks. Separate types of taxes: VAT, income tax. Special tax regimes. The problem of optimizing tax payments.

Assessment Elements

• test1
• test2
• in-class
• homework

Interim Assessment

• Interim assessment (2 module)
  0.2 * homework + 0.2 * in-class + 0.3 * test1 + 0.3 * test2

Bibliography

Recommended Core Bibliography

• Jaap Hage, Antonia Waltermann, & Bram Akkermans. (2017). Introduction to Law (Vol. 2nd ed. 2017). Springer.
• Конституционное право Российской Федерации : учебник / М. В. Баглай. — 12-е изд., изм. и доп. — М. : Норма : ИНФРА-М, 2017. — 768 с. - Режим доступа: http://znanium.com/catalog/product/901546

Recommended Additional Bibliography

• Dieter Endres, Clemens Fuest, & Christoph Spengel. (2010). Company Taxation in the Asia-Pacific Region, India, and Russia. Springer.
• Gerber, D. J. (2010). Global Competition : Law, Markets, and Globalization. Oxford: OUP Oxford. Retrieved from http://search.ebscohost.com/login.aspx?direct=true&site=eds-live&db=edsebk&AN=467462
• Беляков В. Г. - ПРАВО ДЛЯ ЭКОНОМИСТОВ И МЕНЕДЖЕРОВ 2-е изд., пер. и доп. Учебник и практикум для академического бакалавриата - М.:Издательство Юрайт - 2019 - 401с. - ISBN: 978-5-534-05037-0 - Текст электронный // ЭБС ЮРАЙТ - URL: https://urait.ru/book/pravo-dlya-ekonomistov-i-menedzherov-433468
• Правоведение: Учебник / Малько А.В., Субочев В.В. - Москва : Юр. Норма, НИЦ ИНФРА-М, 2018. - 304 с. - Текст : электронный. - URL: http://znanium.com/catalog/product/966700
• Правовое регулирование внешнеэкономической деятельности (российское гражданское и международное частное право): Уч. пос./ Л.М. Позднякова. - 2-e изд., перераб. - М.: Норма, 2014. - 192 с.: 84x108 1/32. (переплет) ISBN 978-5-91768-535-9 - Режим доступа: http://znanium.com/catalog/product/474629
• Трудовое право России: Учебное пособие / Шувалова И.А. - 2-е изд. - Москва :ИЦ РИОР, НИЦ ИНФРА-М, 2018. - 251 с.:- (Высшее образование: Бакалавриат) - Текст : электронный. - URL: http://znanium.com/catalog/product/898583