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Legal aspects of financing a limited liability company conducting business in the field of modern technologies
Maixner, Dan ; Černá, Stanislava (advisor) ; Hurychová, Klára (referee)
Legal aspects of financing a limited liability company conducting business in the field of modern technologies Abstract This thesis deals with the issue of financing limited liability companies that operate in the field of modern technologies, otherwise known as startups. This type of companies is characterized by several specific features that usually make them unable to be financed by banks or similar financial institutions. Startups are therefore financed by specific joint stock companies set up for this purpose in one of two ways. Either through the direct purchase of equity in the company or through a convertible loan. The former approach is referred to as equity financing, while the latter is referred to as debt financing. The description and comparison of these two approaches with respect to their benefits and shortcomings is the main focus of this thesis. In the first chapter, the term startup itself is examined in detail. By synthesizing the definitions of various authors, the basic elements that a company should have in order to be called a startup are presented. Next, it is discussed why startups in the Czech Republic exist in the form of limited liability companies. The second chapter is devoted to the entities that provide startups with support, whether financial or otherwise. Further chapters...
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Stock options as a form of executive remuneration in stock corporations
Turek, Jan ; Hurychová, Klára (advisor) ; Černá, Stanislava (referee)
This thesis deals with stock options as a form of executive compensation of a joint stock company. The aim of the thesis was to clarify the reasons that lead companies to decide to reward the executive with stock options, to find out what positive and negative consequences such a decision has, to present the legal regulation of stock options in the legal system of the Czech Republic and Germany and to compare these legal regulations. The most common reasons for rewarding executives with stock options are the desire to align the interests of shareholders and executives, the desire to retain key members of the executive, the desire to reduce risk aversion on the part of the executive, advantageous tax regulation or the desire to maintain high cash flow. Rewarding with stock options can also be used as a tool for the natural selection of executives according to their attitude to risk, which rewarding with stock options provides. If the option agreement does not contain a sufficiently long vesting period, retention period, dividend protection and an exercise price linked to an appropriate market index, the granting of stock options, rather than aligning the interests of shareholders and executives, may lead to a fixation on short-term performance, undue risk- taking or exacerbation of the free cash...
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Status of governing body of business corporation in liquidation
Mach, Jaroslav ; Josková, Lucie (advisor) ; Hurychová, Klára (referee)
Status of governing body of business corporation in liquidation Abstract The frequency of cases of business corporations in liquidation has an increasing trend, however, it cannot be said that the academic interest would sufficiently cover the topic of liquidations. There are still a number of insufficiently answered questions that lead to completely opposite conclusions in practice. This diploma thesis deals with one such issue, which is the position of the statutory body of a business corporation in liquidation. In the ranks of the professional community, one can also encounter certain doubts about the existence of the statutory body of a business corporation in liquidation, that the statutory body should cease to exist. This paper seeks to answer this question through a critical analysis of legal regulations and compilations of works by the professional community. At the beginning the work briefly defines the individual terms in the first chapter for the needs of this work in order to maintain the conceptual unity. The terms are business corporation, statutory body, liquidation and its purpose and, last but not least, the liquidator. First, however, the question of the existence of the statutory body of a business corporation in liquidation must be resolved. Here, I conclude, by means of a critical...
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Boilerplate contracts made by an entrepreneur
Chalabi, Robin ; Horáček, Tomáš (advisor) ; Hurychová, Klára (referee)
Boilerplate contracts made by an entrepreneur Abstract The diploma thesis thematically focuses on an issue of contracts of adhesion which are concluded by entrepreneur in the course of trade. Contracts of adhesion are characterised by a specific, adhesive, method of entering into contracts based on the principle of take it or leave it which relies on the fact that the basic terms of contract are determined by one of the contractual parties which results in reducing the options of the weaker contractual party to full acceptance of unilaterally determined basic terms of contract or to the rejection of the contract as a whole. The aim of this diploma thesis is the presentation of a comprehensive analysis of the legal institute of contracts of adhesion de lege lata which is completed by synthesis of the insights in question into relevant theoretical and practical conclusions, including considerations de lege ferenda. The legal institute of contracts of adhesion with regard to the aim of the diploma thesis is subjected to theoretical analysis from the point of view of historical development, from the point of view of definition of the thematically relevant legal concepts de lege lata which are entrepreneur, weaker entrepreneur, consumer or legal regimes of contractual relations, from the point of view of...
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Remuneration of executive bodies'members in joint stock companies
Hurychová, Klára
The PhD thesis deals with the issue of remuneration of executive bodies' members and other executives of joint stock companies in the Czech Republic and on the international level. This issue is a key area of corporate governance and constitutes an ever current and debated topic. The main research intent of this thesis is an analysis of the development and current shape of regulation in the area of executive remuneration and a related assessment of the regulation` influence on the practice in this area in joint stock companies in the Czech Republic and internationally. Attention is focused on both private and public (listed) companies. The thesis presents the results of the doctrinal and normative research led within the framework of the specific research questions set by the author within the defined research intent. The thesis focuses in detail especially on the question of effectiveness of the post-crisis regulation of remuneration on the global scale, on the interpretation of the regulation of remuneration of executive bodies' members in joint stock companies in the Czech Business Corporations Act and on the proper future shape of Czech rules of corporate governance for listed joint stock companies.
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Legal Doctrine and Case Law Related to the Act on Protection Against Unfair Competition (1927) and Their Influence on the Current Law Against Unfair Competition
Veselý, Petr ; Patěk, Daniel (advisor) ; Hurychová, Klára (referee)
The subject matter of this thesis is the analysis of the Czech pre-WW2 legislation on unfair competition as laid out by the Act on Protection against Unfair Competition 111/1927 Sb. and the vast body of work concerning its interpretation and application as contained in both doctrinal works and especially the case law of the Czechoslovak Supreme Court. The thesis then attempts to thoroughly compare these to the relevant contemporary Czech case law and theoretical works. To achieve this goal, after a thorough preliminary analysis and selection of the relevant sources (especially applicable case law), the thesis lays out the most crucial legal questions and areas of interest in which the current legal doctrine and case law have been influenced by the pre-war era. The thesis contains thorough analysis of provisions containing vague legal terms, such as "good morals of competition", "business relations" or "average consumer" and attempts to put these into the context of legislation, legal doctrine and case law of the first Czechoslovak Republic. Considerable attention is also paid to the relationship between industrial property law and the law on unfair competition. The focus has been put on providing an analysis of the foundations that had shaped the legal thinking of the first Czechoslovak Republic in...
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Bank account
Tichý, Antonín ; Liška, Petr (advisor) ; Hurychová, Klára (referee)
Bank account Abstract This diploma thesis deals with the valid legal regulation of the bank account according to the legislation of the Czech Republic. However, the legislation of the Czech Republic is greatly influenced by the legal acts of the European Union, which are binding for the Czech Republic because this obligation is given by the country's membership in this organization. Therefore, for a more comprehensive understanding of the issue of legal regulation of the bank account, certain sections of this thesis mention several relevant provisions of legal regulations issued by the European Union. The main aim of this diploma thesis is to analyse the legal regulation of the bank account contained predominantly in the Civil Code as well as in the Payment System Act. The introductory section of this thesis focuses on the bank account as such - its characteristics and nature, and gives a brief history of its development. Furthermore, this chapter defines the term deposit and analyses the issue of the ownership of funds in the account in connection with the Czech case law. The second segment deals with the legal sources of the bank account both in the context of the Czech legislation and the legislation of the European Union. The introduction of the second segment is followed by an analysis of the previous...
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Specific aspects of internet advertising from the perspective of the law against unfair competition
Ilichman, Dominik ; Patěk, Daniel (advisor) ; Hurychová, Klára (referee)
Online Advertising Specifics with regards to Unfair Competition Law Abstract This thesis analyses advertising which is strictly connected to the internet environment with regards to the unfair competition law. The importance of unfair competition regulations in the dynamic internet environment is emphasized by presenting the most problematic areas of online advertising. The great flexibility of the general clause is often the only possible way how to prosecute the new methods of online advertising. Due to the insufficient development of the Czech jurisprudence in online advertising, there are judgments of the European Court of Justice and the judgments from other member states presented in this thesis. There are detailed analyses of six different advertising practices - keywords abuse, metatags abuse, linking, fake online reviews, advertisements on online platforms, and ad blocking software. The main goal of the paper is to draw the limits of these six advertising practices by analysing and comparing various fact patterns in foreign judgments. Some of the judgments presented in the thesis are introduced in the Czech legal environment for the first time. Furthermore, the thesis focuses on the specifics which distinguish online advertising from the traditional ones. The specific characteristics of internet...
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Obligatory representation of women on corporate boards
Martiňáková, Lucie ; Josková, Lucie (advisor) ; Hurychová, Klára (referee)
77 Abstract Obligatory representation of women on corporate boards The main topic of this master thesis deals with obligatory women representation on boards of stock listed companies from the theoretical point of view with focus on European and Czech legislation. Women are under-represented in this area for a long time, which not only violates the basic human rights principle regarding gender equality, but also does not use the available human resources and thus wastes talent. The second chapter first describes the development of EU law in relation to positive measures that can justify a higher participation of women in the bodies of business corporations in relation to the principle of non-discrimination, mentioning the most important case law of the ECJ. Than is also mentioned the possibility of positive measures in Czech legislation. The second chapter also mentions the economic aspects of women's representation on boards in the sense that the presence of women can influence the body and thus the whole corporation. The third chapter describes the means by which women's participation in corporate bodies can be increased, what goals can be achieved and what sanctions can be imposed in case of non-compliance with the set goals. The arguments for and against the introduction of legal quotas are also...
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Remuneration of executive bodies' members in joint stock companies
Hurychová, Klára ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee) ; Dědič, Jan (referee)
The PhD thesis deals with the issue of remuneration of executive bodies' members and other executives of joint stock companies in the Czech Republic and on the international level. This issue is a key area of corporate governance and constitutes an ever current and debated topic. The main research intent of this thesis is an analysis of the development and current shape of regulation in the area of executive remuneration and a related assessment of the regulation` influence on the practice in this area in joint stock companies in the Czech Republic and internationally. Attention is focused on both private and public (listed) companies. The thesis presents the results of the doctrinal and normative research led within the framework of the specific research questions set by the author within the defined research intent. The thesis focuses in detail especially on the question of effectiveness of the post-crisis regulation of remuneration on the global scale, on the interpretation of the regulation of remuneration of executive bodies' members in joint stock companies in the Czech Business Corporations Act and on the proper future shape of Czech rules of corporate governance for listed joint stock companies.
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