National Repository of Grey Literature 429 records found  1 - 10nextend  jump to record: Search took 0.00 seconds. 
Influential person
Vohralík, Marek ; Pelikán, Robert (advisor) ; Černá, Stanislava (referee)
Influential person Abstract The thesis Influential Person deals with the meaning of the rule contained in the regulation of business groups under the Companies Act, although the author does not consider this systematic classification to be correct. The thesis begins by discussing the meaning of the rule from the perspective of protecting the very legal personality of the business corporation, since, as he shows, the fulfillment of the act of influencing constitutes a failure of the very elementary rules on which the construction of the legal personality of the business corporation is built on. It also points to new phenomena in the law of business corporations that are closely related to the law of business groups, such as rational apathy or single-member corporations. Indeed, these phenomena are closely related to the law of business groups and, as in the case of affectation, have the effect of weakening the business corporation as a separate legal entity. The second part of the thesis is devoted to the sources of the regulation of influence. Here the author discusses the most important continental approaches, be it German concern law, the French concept of Rosenblum or partial adjustments within the framework of community law, but also Anglo-American doctrine. All of these have influenced domestic law to...
Shareholders' Agreements of Capital Companies Shareholders Relating to Dispositions with Their Participation
Tománek, Adam ; Černá, Stanislava (advisor) ; Hurychová, Klára (referee)
Shareholders' Agreements of Capital Companies Shareholders Relating to Dispositions with Their Participation Abstract Shareholders' agreements are important tools for regulating relationships among shareholders. This thesis deals with shareholders' agreements among shareholders of capital companies in the Czech legal environment and examines their effectiveness and use as tools for investor protection. The work focuses on the question of whether shareholders' agreements among shareholders of capital companies are as effective in the Czech legal environment as they are in common law, where they have a long history and significant importance. For this purpose, mainly descriptive methods, analytical methods and synthesis are used. Throughout the work, the author relies on the conclusions of authors from the Anglo-American legal culture. In the general part, the work deals with the general definition and purpose of shareholders' agreements. Given the not yet fully established definition of shareholders' agreements, the work is devoted to their definition as a type of contract and their purpose. In the special part, emphasis is placed on shareholders' agreements concerning dispositions with their participation, which protect the value represented by a share in a private company and serve as a tool for dispute...
Shareholder's Right to Information in Capital Business Corporations
Špačková Pružinská, Lucia ; Černá, Stanislava (advisor) ; Tomášek, Petr (referee)
Shareholder's Right to Information in Capital Business Corporations Abstract This thesis deals with one of the most fundamental and most important rights of every shareholder of a business corporation, the right to information. The aim of this thesis is to provide a description of this institute in capital business corporations, i.e. in a limited liability company and a joint stock company. This thesis focuses on the nature of the right to information and the principles of its functioning while highlighting the differences between the regulation within the different forms of capital business corporations as well as the reasons underlying such differences. Most importantly, the aim of this thesis is to find the limits of the right to information, i.e. which information, and under what conditions, are companies obliged to provide to their shareholders and which information they may withhold. This thesis is divided into five chapters. The first chapter is a general introduction to the topic, the aim of which is to describe the nature of the institute of the right to information and its significance. The second chapter focuses on the regulation of the right to information in limited liability companies. It particularly deals with the conditions for exercising the right to information, including the requirements...
Usury and Lesion in Business Law Realtions
Šejko, Jaroslav ; Černá, Stanislava (advisor) ; Pelikán, Robert (referee)
Usury and Lesion in Business Law Realtions Abstract The main objective of the thesis is to investigate the issue of usury and lesion in business law realtions and to analyse the possibilities that entrepreneurs have to protect themselves from these undesirable phenomena by means of legal institutes of private law. Particular emphasis is placed on the relationship between the general private law remedies, which serve to correct the substantive incorrectness of legal actions, and the special provisions that exclude protection of entrepreneurs against usury and lesion. In the course of the thesis we will focus on the evaluation and analysis of these institutes and their possible impact on business entities in business dealings, including a comparison with foreign legislation (mainly German and Austrian) and practical recommendations. In its examination, the thesis is progressively divided into several subparts, with the first topic addressed being the protection of the weaker party, the definition of the situation and the reasons for the protection of the weaker party, including the ideological background. The emphasis in this chapter is on the entrepreneur as the weaker party and the possible abuse of the stronger position. In the second and third parts, I focus on the definition of the concepts of usury and...
Types of Shares in a Limited Liability Company established to realise an innovative project
Šťástka, Vojtěch ; Černá, Stanislava (advisor) ; Eichlerová, Kateřina (referee)
Types of Shares in a Limited Liability Company established to realise an innovative project Abstract The research task of this thesis is to analyse and describe the specific challenges related to the possibilities in the Czech Republic of modifying the types of shares in limited liability companies established for the purpose of realising an innovative project in practice referred to as a startup. The aim is therefore to seek answers to the defined theses related to this matter. In the first two chapters, this thesis focuses mainly on the basic legal definition of the concepts related to limited liability companies and their shares in the Czech Republic. The following chapter describes what a startup is and how and by what means innovative projects are realised. The fourth and fifth chapters analyse the historical legal development of the Czech legal regulation of the types of shares in a limited liability company, considering the major changes made to the relevant legislation in the last ten years. The sixth chapter analyses the limits of modification of the rights associated with shares in a limited liability company, including addressing the general limits and focusing on specific rights associated with shares by law, including the right to participate in the general meeting, the right to information,...
Insolvency of a Controlled Person and the Consequences for the Corporate Group
Hlavatý, Radim ; Černá, Stanislava (advisor) ; Liška, Petr (referee)
This thesis deals with the insolvency of a controlled person and its legal consequences for a corporate group under the Companies Act and the Insolvency Act. The aim of this thesis is to outline the consequences of the insolvency of a controlled person under the Companies Act for the controlling person of the corporate group and to analyse the special regime of the Insolvency Act affecting the other members of the corporate group in the insolvency proceedings of the controlled person. It begins by discussing the concepts that are central to this thesis, particularly with regard to their conceptual background. The subsequent chapter examines the consequences of the insolvency of a controlled person for the controlling person under the Companies Act. Particular attention is paid to the consequences of the insolvency of a controlled person caused by the conduct of the controlling person under the business groups regime and the action to supplement liabilities. The thesis in this part evaluates the business groups regulation and deals with the cases in which a duty may be imposed on the controlling person under an action to supplement liabilities. The thesis also discusses the provisions of the Insolvency Act that contain special rules for members of the same corporate group as the debtor. In this...
Acquisition of Shares by Employees of a Joint-Stock Company
Lžičař, Jan ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The presented work deals with the acquisition of shares by employees, which is one of the forms of employee financial participation employees. The thesis first defines the concept of employee financial participation and then comparatively examines how this institution is regulated in European, German, and Czech law. As part of the definition of terms, the different forms of employee financial participation are defined, and this institute's main principles and advantages are identified. The next chapter is dedicated to European regulation. On this level, several soft law documents have been drawn up which set out the main principles and best practices that may lay the groundwork for specific national arrangements for employee financial participation. The enforceable European hard law rules are then examined, particularly in company law. The provisions laid out in the Codification Directive allow Member States to encompass concessions that enable companies to facilitate the preferential acquisition of shares by employees into their legislation. However, European hard law regulating employee financial participation hardly goes beyond this framework and it does not consider the findings formulated in soft law (in particular, the PEPPER reports). The next chapter focusing on German regulation describes...
Company name and registration of a limited liability company in the commercial register
Krulichová, Michaela ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Company name and registration of a limited liability company in the Commercial Register Abstract This thesis deals with the topic of "company name". It clarifies it's legal basis, formation and the conflict between a company name and a trademark according to Czech law. It consists of three parts which are further structured into three to four chapters. In the first part theoretical foundations of the legal concept "company name" i.e. its legal definition, formation, disposition, and protection are laid down. The second part deals with the procedures for registration of a limited liability company in the light of the current European law developments. Notable amendments have been introduced in the process of registering a limited liability company through a notary. The third part is devoted to the conflict between a company name and a trademark. It provides an impetus for considerations de Lege Ferenda. The apprehension of the legal basis of the subject matter enables to get to the basis of the topic. Emphasis is placed on clarifying controversial issues. The thesis deals with the specific issues of the nature of the rights to the "company name", transfer of property rights to the "company name", the degree of compliance with the requirements of European law, simultaneous exercise of trademark rights and...
Status of shareholder under EMCA (in comparison with Czech law)
Válková, Kateřina ; Eichlerová, Kateřina (advisor) ; Černá, Stanislava (referee)
This thesis deals with the status of a minority shareholder from the perspective of EMCA and its comparison with the current Czech legal system. The author of the thesis asks the question whether the selected provisions of EMCA could help to increase the protection of minority shareholders under Czech law, and for this purpose analyses the text of EMCA and selected provisions of foreign legislations that served as inspiration for EMCA. In the first chapter, the author presents the EMCA as a model act, the adoption of which is not binding, but is intended to serve as an inspiration and a means of convergence of the legal systems of the Member States of the European Union. This chapter also describes the concept of EMCA, its purpose and its systematics. It also briefly outlines the basic principles of the EMCA in relation to minority shareholders and presents the general clause for the protection of minority shareholders. In the second chapter, the author discusses each of the selected institutes that the EMCA identifies in its text as necessary to enhance the protection of minority shareholders. This chapter is divided into subsections, and the author discusses in turn (a) the minority shareholder's right to defend against dividend starvation, (b) the minority shareholder's right to a special...
Insolvency of a Subsidiary Corporation and its Group Consequences
Smetanová, Eva ; Černá, Stanislava (advisor) ; Pelikán, Robert (referee)
Insolvency of a Subsidiary Corporation and its Group Consequences Abstract The thesis deals with insolvency of a subsidiary corporation and its group consequences. The thesis focuses on description and analysis of consequences of subsidiary's insolvency putting emphasis on parent company and the way in which creditors of a subsidiary can protect their claims within the Czech corporation and insolvency law. The keynote of the thesis is the fact that the economic reality of operation of a corporate group collide with the separate entity principle and the doctrine of limited liability. First the thesis analyses the ways how the parent company exerts influence over the subsidiary, because on its relation to the subsidiary depend the consequences concerning the responsibility for the insolvency of the subsidiary. Then the concept of de facto directors and shadow directors is explained. This concept is based on the real economic direction of the corporation, so the creditors could reach the assets of parent company by this concept without using the ultimate means as the doctrine of piercing the corporate veil. Finally, the thesis describes particular institutes of Czech corporation and insolvency law that provides for consequences that the insolvency of the subsidiary could cause in the sphere of the parent...

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