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Use of the Fiduciary Fund in Commercial Relations
Presová, Sabina ; Josková, Lucie (advisor) ; Čech, Petr (referee)
Use of the Fiduciary Fund in Commercial Relations The subject matter of this thesis is the analysis of the possibilities of the Czech fiduciary fund to take part in business in any way or form. The vast body of work is concerning its interpretation and characteristics. To achieve this goal, after a thorough preliminary analysis and selection of the relevant sources, the thesis lays out the most crucial legal questions and areas of interest in which the current legal doctrine is not that much keen on answering. The thesis is divided into an introduction, four parts and a conclusion. After a brief general introduction and an outline of the goals follows a classification of Czech authors of legal doctrine analysing their opinions on the Czech fiduciary fund and their difference of interpretations. The first part is dedicated to commercial and business potential of fiduciary fund based on wide possibilities of use of the trust of the Civil Code of Québec. The extensive second part discusses the relationship between commercial plant and Czech fiduciary fund following the relationship between capital company and Czech fiduciary fund. At the end of the second part the thesis describes the possible ways of operation of the commercial plant with the participation of the Czech fiduciary fund. In the third...
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Unfair commercial practices against consumers and children in particular
Chodorová, Eliška ; Patěk, Daniel (advisor) ; Josková, Lucie (referee)
1 Unfair commercial practices against consumers and children in particular Abstract The diploma thesis deals with unfair commercial practices against consumers and children in particular. The aim of this thesis is to present the legal framework for the protection of children, as a particularly vulnerable group of consumers, against unfair commercial practices, and to analyse whether they receive effective protection against such practices, especially at a national level. The main methods used in this diploma thesis were the research of legal literature, legal regulations and case law of Czech and foreign courts. On the basis of the acquired information, using interpretative methods, especially linguistic, logical, and systematic, the main and partial conclusions were subsequently generalised. The diploma thesis is divided into an introduction, a conclusion and five main chapters, which are further divided into subchapters. The first chapter defines the key terms with a focus on children as a group of particularly vulnerable consumers. The second chapter is devoted to a general definition of unfair commercial practices by describing the so-called three-stage test of unfairness. The third chapter focuses on the aggressive commercial practice of solicitation of children to buy advertised products. The main...
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Obligations associated with shares
Matula, Martin ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
- obligations associated with shares This thesis focuses on the question whether it is possible to associate obligations with shares in addition to rights, with closer attention to the issue of the creation of special obligations - their permissibility, limits and possible specific forms. The thesis aims to provide an unambiguous answer to the question whether obligations can be associated with shares, or more specifically whether it is permissible in the context of corporate law for joint stock companies to create special types of shares, the content of which would be special, unforeseen by law, obligations. In the first part of the thesis, a brief introduction of the obligations that are explicitly linked to shares by law is made, with a little more attention being paid to the elaboration of the duty of loyalty. The main part of the thesis consists of a section focusing on the permissibility of creating special obligations with shares, i.e. obligations that are not expressly provided for by the law. The thesis enters this section through a closer analysis of the issue of surcharges in joint stock companies and the related issue of the surcharge obligation as a share-related obligation. The conclusions from the analysis of the surcharge obligation are then used as clues to the question of the...
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Role of notary and notarial record in company law
Machurka, Radek ; Flídr, Jan (advisor) ; Josková, Lucie (referee)
Role of notary and notarial record in company law This thesis deals with the Czech legal regulation of notarial deeds, the position and activities of a notary public in the field of company law, especially with regard to a limited liability company. The main goal of the thesis is to provide a comprehensive analysis of the role of a notary public in the preparation of the underlying notarial deeds, emphasizing all their partial requirements, including the supervisory and review activities of a notary public, and frequent interpretative problems concerning (not only) a company name, registered capital and the subject of business and the activities of the companies being established in the context of new digitization processes faced by the notary public during the performance of their activities, confronted with the conclusions contained in the case law of the supreme courts and the current changes in the business law. For the purpose of fulfilling this objective, annexes containing notarial deeds and other documents represent an integral part of the thesis, the partial aspects of which are subject to a more detailed interpretation. In the first part, the thesis briefly deals with the view of the function of a notary public, their remuneration and anchoring in the Czech legislation, pointing out the...
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Shares granting appointment rights in a limited liability company
Szuscik, Roland ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
Shares granting appointment rights in a limited liability company Abstract In a limited liability company, the right to appoint may be attached to and form part of the share. Such a share is a special type of share and is called a share with an appointment right, which entitles its owner to appoint a member of the statutory, supervisory, or optional body of the company, as well as to remove him. The thesis focuses on the conditions for the exercise of the right to appoint and its limits. In addition to the general limits of the autonomy of the will, the thesis focuses on the specific conditions enshrined in the Commercial Corporations Act. The diploma thesis reflects the amendment to the Commercial Corporations Act No. 33/2020 Coll., which resolved the theoretical contradiction and firmly anchored shares with the appointing rights in the Czech legal system and describes the specifics of the exercise of this right and the defence mechanisms of shareholders who do not have the broadcasting right. In addition, the thesis deals with the consequences of failure to meet these criteria, as well as the removal of a member of an elected body who was appointed to office in violation of the law or the articles of association. The right to remove a member of an elected body is primarily vested in the shareholder who...
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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...
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Disqualification of members of governing bodies (and other persons) as consequence of their breach of duty
Ichnovská, Simona ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
This diploma thesis deals with the disqualification of members of governing bodies (and other persons) as consequence of their breach of duty. The aim of the thesis is to determine whether the current form of disqualification is an effective mean of protection of business corporation, as well as to propose possible alternatives that would better achieve the objective. The thesis is divided into an introduction, four main parts and a conclusion. The first chapter is more general as it deals with the purpose of the institute of disqualification. At the same time, it emphasises the source of inspiration for the Czech legislation - Company Directors Disqualification Act 1986 governing the disqualification of directors in the UK - and discusses the liability for breach of duty because of its impact on the subsequent disqualification proceedings. The content of the second chapter is to determine the range of persons who may be disqualified from holding office. It focuses on the narrowing of the personal scope introduced by the amendment to Act No. 33/2020, the issue of persons in a similar position and the consequences for them, as well as the de facto directors with regard to their special status. The legal conditions necessary for a disqualification order are the subject of third chapter, particularly...
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Convening a general meeting of a national lmited company
Brezulová, Stanislava ; Tomášek, Petr (advisor) ; Josková, Lucie (referee)
Convening a general meeting of a national limited company Abstract The aim of this diploma thesis is to describe the legal regulation of convening a general meeting of national limited companies, i.e. limited liability companies and joint-stock companies, and to point out the fundamental differences in the legal regulation of these two types of companies. Simultaneously the diploma aims to highlight the changes brought by the so-called major amendment to the Business Corporations Act with effect from 1 January 2021 in this matter. The cardinal importance of the chosen topic resides in the fact that it affects all capital companies in the Czech Republic, as each company is obliged to convene a general meeting at least once a year to discuss the regular financial statements. The diploma thesis is systematically arranged into five parts - each of the parts is further subdivided into several chapters with its corresponding points. The first part deals with the legal nature of convening a general meeting. The second part is devoted to the list of persons authorized to convene a general meeting and the conditions under which they may do so. The following part focuses primarily on the most prevalent reasons for convening a general meeting and the time limits that need to be met. At the same time, it mentions the...
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The rights and duties of members of a limited company in liquidation
Brendlová, Eliška ; Josková, Lucie (advisor) ; Černá, Stanislava (referee)
The diploma thesis deals with the change in the content of some rights and duties of members of limited companies after the company enters into liquidation. The legal regulation of liquidation is generally not sufficiently represented in the current legal regulations and its interpretation is not always clear. Also, court decisions and conclusions of legal theory regarding the liquidation of capital companies, which would help to clarify some controversial areas, are not very common at present. In the case of a more specific issue of the rights and duties of members after the company's entry into liquidation, the situation is even more unclear. Although liquidation legislation is generally considered to be successful, it contains a large number of ambiguities which cause problems in its interpretation. The aim of this work is to objectively analyze the individual selected rights and duties of the members of the liquidated limited company, the content of which is internally changed due to the company's entry into liquidation, to point out these content changes and draw attention to any problems or ambiguities that may arise. Furthermore, the aim of this work is to try to find solutions to the above problems and ambiguities. Apart from the introduction and conclusion, the work itself consists of...
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Transfer of ownership rights in book-entry securities
Lukačovič, Filip ; Čech, Petr (advisor) ; Josková, Lucie (referee)
In my thesis, I attempt to settle several legal issues pertaining to the matter of transfer of ownership title to book-entry securities. In our law, many legal instruments are only provided for in relation to certificated securities. The Civil Code then extends the scope of application of provisions on certificated securities to book-entry securities, except for where the nature of the latter or a different statutory provision prohibits it. Hence, the key question of my thesis is whether book-entry securities must be observed in a manner that respects their particular nature, and if so, how do said particularities influence the transfer of ownership title to the same. The core text of the thesis is contained within Part 2., designated Nature of Book-Entry Securities, and Part 3., designated Transfer of Book-Entry Securities. Part 2. is devoted to the nature and particularities of book-entry securities that often lie between private and public law and which influence means of their transfers. Consecutively, using their individual characteristics, I distinguish book-entry securities from the certificated ones, I theorize on the possibility of a "reverse-substitution", I conclude some regulatory as- pects of the current law (from deposition and extracts therefrom, to changes of records as con-...
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