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Protection of minority shareholders after recodification of Czech private law
Líkařová, Hana ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Protection of minority shareholders after recodification of Czech private law The purpose of this thesis is to concentrate upon chosen areas of protection of minority shareholders, analyse them and review the advantages and disadvantages of the recodification of Czech private law in these areas. Simultaneously the thesis evaluates the usability of the existing judicial decisions and outlines possible development of the legislation. In the parts of the thesis where the author believes it is useful, the thesis compares these areas with foreign legislation and doctrine. The thesis is systematically composed of 4 chapters. The introductory part of the thesis consists of two separate chapters that describe the notions of minority and qualified shareholder and explain the reasons of their protection. After the definition of areas of protection of minority shareholders, chapter three concentrates on the areas of the protection that the author considers significant in terms of position of the minority shareholder in the company after the recodification. At first the thesis focuses on the participation of the shareholders in the corporate governance, specifically on the rights of qualified shareholders. The next part of the thesis highlights the new legal institute incorporated in the Czech legal order...
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Types of shares in the Business Company and Cooperative Act
Janíčková, Iva ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Types of shares in the Business Company and Cooperative Act The purpose of this thesis is to present a new legal regulation concerning the types of shares under the Business Company and Cooperative Act. The thesis especially focuses on a description of the new legal regulation and possible interpretation issues which may arise as a result of establishing of the entirely new legal institute which was not applied in the Czech Republic before. The thesis is divided into four chapters, each of them dealing with the different issues of the topic in question. The first chapter serves as a brief introduction to the following parts since it defines what a share actually is under the Czech law and explains its legal nature. The chapter two deals with the historical development of legal regulation of the types of shares in the Czech Republic the previous legal regulation of the Commercial Code included. The third chapter examines the types of shares which the business company is entitled to issue in compliance with the applicable provisions of the Business Company and Corporate Act. This chapter is divided into seven parts, in which the ordinary shares, preference shares, shares with special rights and special rights which may be incorporated into the share are discussed. Particularly the types of individual...
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Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Čopáková, Tereza ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Duty of due managerial care of member of an elective body of a limited company and consequences of its violation The purpose of my thesis is to analyze duty of due managerial care (hereinafter as "duty of care") of a member of an elective body of a limited company according to new legislation, which became effective in January 2014. Duty of care consist of several indefinite aspects and my aim is to define them and set boundaries in which person as a member of an elective body shall operate during performing his duties. Thesis refers to doctrinal view on this topic, offers solutions based on relevant jurisdiction and looks at consequences of violating duty of care. The thesis is composed of six followed-up chapters. Chapter One is introductory, defines basic terminology and consists of defining persons, who shall follow the rules of duty of care and consideration of liability in case of distribution of competences in collegiate body. Chapter also deals with issue brought to Czech law with integrating a monistic structure of stock company. This passage comes to conclusion that duty of care belongs to statutory director in the event of violating guidelines made by board of directors. Chapter Two is subdivided into two parts, each describing aspects of duty of care. Firstly it describes duty of loyalty...
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Trust fund in Business Relations
Sýkora, Milan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Trust Fund in Business Relations Author: Milan Sýkora Supervisor: prof. JUDr. Stanislava Černá, CSc. This diploma thesis deals with transplantation of trusts into the Czech Civil Code in the form of "svěřenský fond" (fiduciary fund) and with possibilities of this instrument in the world of commerce. The essential question is whether svěřenský fond is capable of replacing Anglo-Saxon trust in the following standard financial transactions: (i) syndicated loans, (ii) issues of bonds, (iii) subordination, (iv) securitization and (v) collective investment. In total, this thesis comprises of seven chapters, including the Introduction and the Conclusion. After an introduction, uncommonly, a prologue follows. This Prologue outlines a new, unusual instrument of the Czech law - svěřenský fond. It refers to the particular legislation and outlines questions that arise with this recently transplanted device. The third chapter defines trust using comparative law and deals with its historical development both on the British Islands and in the civil and mixed jurisdictions. The second subchapter argues that the so-called obstacles of trust reception into civil law are not based on solid arguments. Further, I describe experience of trust reception in selected civil law and mixed jurisdictions. In the fourth...
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Discharge of a commercial contract in Czech and English law
Zvára, Michael ; Černá, Stanislava (advisor) ; Čech, Petr (referee)
-1- Abstract (in English) This thesis analyses discharge of a commercial contract, whereas attention is being paid to the initial impossibility and frustration of a contract. An introduction chapter is being followed by a chapter examining the importance of a case law for contract law in the Czech Republic and in England. Fundamental differences in perception of the case law binding character in Czech and English law are being outlined a also with regard to the new Civil Code importance of case in contract law is being stressed. The following chapter deals with the initial impossibility. A principle stating that each initial impossible performance is null and void is being examined with the emphasis to question, whether this principle is appropriate. Issues concerning the sale and lease of a future object are being investigated and the legal framework of the Czech Republic is being compared with the legal framework of Germany, Austria and England and also with the international documents of the contract law. The fourth chapter deals with frustration of contract. The historical development of the institute of frustration is described and attention is being paid to frustration of contract in the new Civil Code. In this chapter is on the background of legal framework of Austria and Switzerland pointed to the...
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Duty of loyalty of the capital company members
Kaščáková, Dáša ; Černá, Stanislava (advisor) ; Pelikán, Robert (referee)
The topic of shareholder's duty of loyalty is an important aspect for the definition of most of the duties and obligations of the capital company members. Therefore, it is also very popular topic for the authors of professional literature, who tend to be interested in systematized distinction of the duties and obligations of the capital company members. Most authors, along with the jurisprudence, already admit considerable importance of principle of loyalty and consider it to be the rule of interpretation appropriate for its application to the other duties and obligations of company members. The principle of loyalty, having a regulatory function, may fill in particular gaps in the statutory regulation. As a derogatory rule it may avoid the application of other rules that would lead to unfair decisions. This work aims to demonstrate the possibility of application of the principle of loyalty in practice. The thesis is divided into two main parts, the first is meant to clarify the place of the duty of loyalty in Czech law. It describes how was the existence of the duty of loyalty inferred before its regulation in new Civil Code. Next chapters of the first part are devoted to current applicable regulation. The second part of the theses focuses on particular examples in order to demonstrate the...
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Predatory Pricing as an Abuse of Dominant Position in Czech and EU Law
Kuča, Viktor ; Černá, Stanislava (advisor) ; Horáček, Vít (referee)
Charles University in Prague Faculty of Law Rigorosum Thesis Viktor Kuča Predatory Pricing as an Abuse of Dominant Position in Czech and EU Law Abstract The thesis deals with predatory pricing which represents an abuse of dominant position. First, the thesis focuses on the main issues necessary to understand the basis of predatory pricing and reflects on how to address this abuse so that the ban on predatory pricing achieves its objectives. Second, the thesis describes what the competition authorities have to prove in order to establish that predatory pricing has taken place. Third, it deals with circumstances which are often associated with predatory pricing and, therefore, give a valuable clue as to whether predatory pricing has occurred or not. Fourth, the thesis focuses on sanctions that may be imposed on firms involved in predatory pricing.
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When can a contract constitute the relation of influence or control and their potential consequences?
Bodnar, Tomáš ; Čech, Petr (advisor) ; Černá, Stanislava (referee)
When can a contract constitute the relation of influence or control and their potential consequences? The aim of my thesis is the description of the regulation of group entities (with the exception of concern law) with emphasis on the possibility to establish such relationship by a contract. I am trying to prove that establishment of the relationship of influence and control is possible. I am further trying to prove that such situations are not common in practice. Controlling relationship established by a contract is even quite unique. Another aim of my thesis is to describe the legal consequences of group entities under the Act on Corporations, especially the compensation for damages. However I would also like to take into consideration other consequences of group entities within the Act on corporations.
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Anonymous shareholders and conditions for their identification
Vařbuchta, Marek ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The anonymity of shareholders and non-transparent ownership structures of joint stock companies belongs to the most discussed issues of these days in terms of corporate law. The significant changes in relevant legislation and unresolved questions of the anonymity of shareholders are the reason I decided to focus on this topic. The main purpose of my thesis is to analyze the anonymity of shareholders and conditions of their identification, primarily regarding the recent recodification of the Czech civil law and the legislation being prepared not only in the Czech Republic but also at EU-level. The thesis is composed of six chapters. Chapter One is introductory and deals with the history of the anonymity of shareholders and their identification within the Czech territory. Chapter two is concerned with the problems that resulted from enacting the Bearer Share Abolition Act. Next two Chapters concentrate on current Czech legislation regulating the anonymity of shareholders and conditions of their identification, represented in particular by the Business Corporation Act and other relevant statues. These chapters are subdivided into several parts which thematically deal with the anonymity based on the form of shares, information publicized in the Commercial Register or the conception of a trust; it also...
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Remuneration of members of governing bodies of joint-stock companies
Slatinská, Silvie ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract The name of this diploma thesis is "Remuneration of members of governing bodies of joint-stock companies". The goal of this work is to examine current legal framework of this topic both in legal norms of Czech Republic and in normative and recommendative acts of relevant international organizations (European Union, OECD), consequently to assess real application of these norms and eventually to appraise possibilities of enforcement of the respective principles in real-life practice. First chapter focuses on principles of integrity of business affairs and defines basic terms. Second chapter centers primarily around legal problematic of Contract on Execution of Function of Member of a Board of Directors in a joints stock company and its practical implementation. Third chapter analyses and describes - within framework of both current and historic legal norms - possibilities of various forms of remuneration, which can be however also denied under certain circumstances. Fourth chapter deals with Principles of Corporate Governance. Fifth and final chapter provides for a reflection of real life practice, i.e. how respective joints stock companies interact with legal regulation, respectively how will they interact with it. Proper remuneration policy is a complex issue, which has a free right of owners...
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