National Repository of Grey Literature 257 records found  1 - 10nextend  jump to record: Search took 0.00 seconds. 
Legal consequences of damage caused to the controlled affiliate by corporate group management
Pulicar, Miroslav ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Legal consequences of damage caused to the controlled affiliate by corporate group management Abstract This thesis deals with legal consequences of damage caused to the controlled affiliate as a result of the corporate group management in Czech law. The introduction sets out the general legal and theoretical framework of the thesis, namely the basic theoretical concepts of the corporate law, the principles of separate legal personality and limited liability, and the structure of the law on the corporate groups. It is divided into two main chapters. The first chapter analyzes the consequences of damage caused to the controlled affiliate in the economically functional corporate groups. It firstly analyzes the aspects of group management, different forms of damage and principles of group damage compensation according to sec. 71 et seq. of the Act no. 90/2012 coll., on Commercial Companies and Cooperatives. It further provides an explanation of the provisions on the protection of creditors and minority shareholders of the controlled affiliate, namely the liability of the parent company towards the creditors of the affiliate for the payment of debts, liability of the parent company to compensate any damage arising to the members of the affiliate in connection with its influence and the right of the minority...
One-tier organisational structure of Czech joint-stock companies and British public limited companies
Vacek, Jan ; Černá, Stanislava (advisor) ; Tomášek, Petr (referee)
Thesis title: One-tier organisational structure of Czech joint-stock companies and British public limited companies The thesis deals with the comparison of legal frameworks of one-tier organisational structure of joint-stock companies under - current Czech law, the Czech Business Corporations Bill of and English law. The aim of the thesis is to gather knowledge through comparison for critical evaluation of the Czech Business Corporations Bill. The advantages or, on the contrary, disadvantages of new regulation should be shown in the context of the gathered knowledge and the solution should be suggested. And also the aim of the research the institutes of English law are and their possible appropriateness for implementation into the Czech law. The thesis is divided into five chapters. First chapter defines terms of corporate governance and one-tier organisational structure presenting them in their historical context. The second, the third and the fourth chapter describe and analyze main features and institutes which are specific for given jurisdictions. At the end the fifth chapter deals with the comparison of regulations, argumentation of disputable questions and deduction of more common conclusions. The stress of the thesis is given on the fifth chapter. Solely method of description is used in the...
Acquisition of shares by employees of a joint stock company
Przybyla, Marek ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Acquisition of shares by employees of a joint stock company This master thesis deals with the issue of preferential acquisition of shares by employees of a joint stock companies. It studies Czech legislation in this area as well as legislation of the United Kingdom of Great Britain and Northern Ireland, especially whether it might be a source of inspiration for the Czech Republic. This thesis focuses on motivational potential of transferring shares to employees under preferential conditions regarding current legislation which is subsequently evaluated. At the beginning, it briefly describes historical development of the employee participation in the Czech Republic primarily regarding the privatisation and possibilities of employee participation it has brought. Afterwards, it examines the regulation of the employee shares in the Commercial Code, its limits and foundations. The next part concerns the legislation of the United Kingdom of Great Britain and Northern Ireland, the development of British joint stock companies and the reasons leading to their significant growth. Then, this thesis distinguishes direct and indirect participation of employees. Regarding the direct participation, it studies mainly the share option plans, their nuances, benefits and tax impacts. Besides it mentions the...
Classes of Shares in Limited Liability Companies
Lála, Daniel ; Černá, Stanislava (advisor) ; Dědič, Jan (referee) ; Josková, Lucie (referee)
1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...
Collective investment scheme from the position of corporate governance
Borsík, Daniel ; Černá, Stanislava (advisor) ; Dědič, Jan (referee) ; Elek, Štefan (referee)
Collective investment scheme from the position of corporate governance Abstract The purpose of the dissertation thesis is to research the possibilities of application of corporate governance mechanisms in the area of collective investment scheme. In particular, the author surveys what corporate governance mechanisms are available for shareholders of ordinary corporations, what mechanisms are available for fund investors, what are the common overlaps of these mechanisms, and vice versa, where differences can be seen. These topics are analysed above all from the point of view of American law and European law. The thesis understands corporate governance mechanisms as the devices, institutions, and mechanisms by which shareholders assure themselves of not losing their investments. In principle, shareholders have three types of corporate governance mechanisms at their disposal, namely, regulatory, self-regulatory and market mechanisms. Regulatory mechanisms are instruments developed by legislator. Information duties, shareholder voting, board monitoring of management, fiduciary duties, remuneration schemes and debt instruments are analyzed in the area of regulatory mechanisms. Self-regulatory mechanisms are mechanisms created and enforced by market players. Corporate governance codes are particularly the most...
Contracting autonomy in construction of types of shares and its limits
Švejda, Jiří ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The theme of this diploma thesis is " Contracting autonomy in construction of types of shares and its limits". Its aim was to analyse the domestic legal regulation and to clarify the limits in the construction of types of shares. To achieve this aim, the author tried to interpret the limits of the key provisions of the Business Corporation Act with the support of professional literature and comparisons with foreign legal systems, especially with the United Kingdom. The aim of the thesis was fulfilled. The key provisions were analysed, and the limits were set. The author of the thesis concluded that the current legislation would merit an amendment to achieve legal certainty and to eliminate the non-compliance of the practical and theoretical level. At the time of elaboration of this work, it was submitted an amendment to the Chamber of Deputies of the Parliament of the Czech Republic as a Parliamentary Press No. 207, which should solve most of the problems. The first chapter deals with the concept and definition of the share, in particular as a part of the share capital, as a set of shareholder rights and obligations of the shareholder and as a security. The second chapter reflects the historical genesis of the kinds of shares in the Czech Republic and deals with the different types of shares in the...
Insolvency of a dependant person and its group consequences
Smetana, Tomáš ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Insolvency of a dependant person and its group consequences Abstract The thesis deals with the consequences that the Czech Act on Business Corporations and the Insolvency Act provides for the case of bankruptcy of a dependant entity in relation to the remaining entities in the group. First, the general conceptual bases are discussed and the value of the principles of limited liability and individual legal personality in the context of the business group is explained. One chapter is devoted to international issues that arise in the context of bankruptcy within business groups, that is, both private international law and harmonization issues. The importance of harmonization is explained with reference to universalism, the leading way of thinking in solving cross-border bankruptcy, and in other parts of the thesis, Czech law is compared with the international standards of insolvency law of UNCITRAL and the World Bank. Furthermore, the ways in which the liability of a group member for the debts of an insolvent corporation can be inferred are analyzed. These include, in particular, the English law inspired wrongful trading regime contained in s. 68 of the Act on Business Corporations and the liability of the dominant entity for the debts of the dependant entity if the dominant entity causes the dependant entity...
Czech regulation of limited companies from the point of view of the 'law and economics' school
Šimek, Stanislav ; Pelikán, Robert (advisor) ; Černá, Stanislava (referee)
Czech regulation of limited companies from the point of view of the 'law and economics' school Abstract Law and economics has a potential to provide us with an uncommon and to the Czech jurisdiction often neglected point of view on laws. The aim of this paper is to apply economic theories on directors' liability for breach of fiduciary duties and to consider its consequences on the economic efficiency of companies. The critical question is whether not having such liability could provoke an increase of wealth of all stakeholders. The paper also aims to come up with instruments capable of minimizing the lost caused to companies by mandatory rules regarding director's liability. At the end of the thesis, the Czech laws regarding the director's liability for breach of fiduciary duties are analyzed in the point of view of economic analysis. The analysis is followed by proposition of instruments that could make companies operating in Czech legal environment more effective. Directors' liability, which can result in an aversion to make risky decisions, can cause significant losses to companies (so called agency costs). For that reason, the possibility to determine the scope of director's liability given to shareholders can have, in some cases, positive effect on the company's efficiency. The paper concludes that...
Duty of members of elected bodies and other persons to prevent threatened insolvency of business corporation and consequences of breach of the duty
Beneš, Tomáš ; Čech, Petr (advisor) ; Černá, Stanislava (referee)
Duty of members of elected bodies and other persons to prevent threatened insolvency of business corporation and consequences of breach of the duty Abstract This diploma thesis deals with the area of civil, commercial and insolvency law. It focuses in particular on the duty of directors of a business corporation and other persons to prevent threatened insolvency with emphasis on the legal regulation of the consequences of breach of such duty. This diploma thesis is divided into four main chapters, where the most important one is the second chapter. The chapters in the diploma thesis flow continuously and logically which facilitates the reader's orientation in the subject. The first chapter defines the basic terms related to the discussed topic which are subsequently used throughout the diploma thesis. Emphasis is placed on the duty of care, whose breach is a prerequisite for the application of the sanctions described in the second chapter. The second chapter deals with the consequences of the breach of the duty to prevent threatened insolvency. The consequences are analysed in detail and the issues over which the legal consensus is missing are set out in the analysis. Different views on these uncertain points in the legislation are set out, and the thesis takes a critical approach in this matter and...
New Czech corporate group law - the French Rozenblum concept, the German Konzernrecht or a third approach?
Bilecová, Zuzana ; Čech, Petr (advisor) ; Černá, Stanislava (referee)
Title of the thesis: New Czech corporate group law - the French Rozenblum concept, the German Konzernrecht or a third approach? This thesis aims to analyse the legal regulation of groups of companies in the Czech Republic after the recodification of private law, set against the backdrop of the French concept Rozenblum and the German model of regulation of groups of companies. The references and comparison with the Italian legal regulation as well as with model company statute European Model Company Act are also made in the corresponding parts of the thesis. The thesis is divided into three chapters. The first chapter describes the main characteristics of the two important regulatory models of groups of companies in Europe, namely the German and the French model, and forms a basis for the analysis in the following chapters. The chapter then proceeds to outline the legal framework governing groups of companies in Italy as well as the regulation proposed for groups of companies in European Model Company Act and to describe the development of reflections and approaches of the European Union towards the phenomenon of groups of companies. The second chapter deals with the description of group of companies. Firstly, there is an attempt to characterise a corporate group in general, followed by its legal...

National Repository of Grey Literature : 257 records found   1 - 10nextend  jump to record:
See also: similar author names
4 ČERNÁ, Stanislava
4 Černá, Simona
2 Černá, Steffi
1 Černá, Sylvie
1 Černá, Sylwia
2 Černá, Štěpánka
3 Černá, Šárka
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