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Rights and obligations of shareholders
Hála, Ondřej ; Josková, Lucie (advisor) ; Flídr, Jan (referee)
The principles of operation of each joint-stock company are based on the definition of the rights and obligations of shareholders. Following the recodification of private law, the legal framework has been clarified in some respects. The rights and obligations of shareholders and their observance and enforcement are an integral part of the modern legal regulation of a joint- stock company.. The aim of this work is to analysis of the basic rights and obligations and possible consequences in case of violation. Furthermore, the work deals with the issue of the adequacy of legislation, taking into account other sources of law and seeks to identify any ambiguities in their interpretation. The work is divided into four separate parts. In the first part, in addition to a historical excursion to the period when joint-stock companies were established, the reader has the opportunity to get acquainted with the characteristics of the current legal framework of joint- stock companies in the Czech Republic. For the continuation of other chapters and understanding of the context, it was important to mention the functioning of the joint-stock company in a monistic and dualistic system. The second and third parts of the work are essentially equivalent and are crucial in terms of the importance of the work. The...
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Shareholder derivative suit
Šimara, Jan ; Flídr, Jan (advisor) ; Josková, Lucie (referee)
-1- Shareholder derivative suit Abstract This thesis concerns itself with the topic of derivative suits and shareholder derivative suits in particular. In the ever-changing landscape of corporate governance, derivative suits serve as a tool for the minority shareholder to enforce claims, which arise following a breach of duty by the directors in the case that the company itself is paralyzed by the directors' unwillingness to litigate. The core of the issue at hand lies in striking the balance between enhancing shareholder and company rights and allowing the directors to perform their duties without too much impediment and thus stifling the prosperity of the corporation. In such cases, the very goal which all business companies intend to pursue, the generation of profit, may be jeopardized. The hypothesis of this thesis seeks to answer the question, whether the Czech regime of shareholder derivative suits is suitably positioned to match the relevant provisions, contained in some of the countries with the most advanced corporate governance systems. To confirm or deny this hypothesis, the first section of this thesis puts forth a general summarization of the derivative suit in its basic form. The next step examines the historical evolution of the derivative suit within the two countries in which the concept of...
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Unilateral changes in commercial terms
Šípošová, Miroslava ; Horáček, Tomáš (advisor) ; Josková, Lucie (referee)
This Master's thesis deals with the topic of unilateral change of commercial terms and conditions. It focuses mainly on the contractual change regulated in sec. 1752 of the Civil Code which is to respond to the needs arising from the mass conclusion of business contracts. The main goal of this thesis is to evaluate the appropriateness of formulation of the provisions of sec. 1752 of the Civil Code with respect to its purpose declared in the explanatory memorandum. This thesis thus focuses on the Czech legislation and incorporates the relevant case law of the Czech courts and the Court of Justice of the European Union. In addition to the introduction and conclusion, the thesis contains two main chapters. The first chapter provides an overview of the general theoretical scope of commercial terms and conditions. It defines the concept of commercial terms and conditions, their types and divisions, the incorporation of commercial terms and conditions into contracts, including incorporation into adhesion contracts, and their possible content with emphasis on surprising arrangements and conflicts of commercial terms and conditions. The aim of this chapter is to highlight problems of interpretation and conflicts of opinions that are related to this theoretical framework. The second chapter is arranged from...
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Concurrence of membership in governing body of a limited company and employment relationship
Lapáčková, Tereza ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
Concurrence of the membership in the statutory body of a capital company and the employment relationship Abstract This thesis is focused on the concurrence of the membership in the statutory body of a limited liability company and a joint stock company and the employment relationship with the same company. The aim of this thesis is to analyse the issue of such concurrence in terms of both current and historical legislation, case law and professional discussion. Using the above, the author tries to define, whether and under what conditions is possible to operate both as an employee and a member of a statutory body in the same company. The content of this thesis is divided into an introduction, five chapters, which are further divided into relevant subchapters, and a conclusion. The first chapter is focused on the definition of legal concepts that are crucial for understanding the issue of concurrence of functions. At the same time the reasons which may lead to the occurrence of such concurrence are outlined. The main chapters of this thesis are the second and the third. These chapters are devoted to a recapitulation of the historical development of this issue from the time of the First Czechoslovak Republic to the present time. In those, the author deals not only with the various case law of the Czech courts...
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The Legal Status of a Member of the Statutory Body of a Dependant Joint Stock Company
Štaňko, Silvie ; Černá, Stanislava (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
(EN) The dissertation deals with the issue of the legal status of a member of the statutory body of a joint stock company in a situation when the influence of the concern's controlling entity interferes with his/her powers. Attention is paid in particular to the definition of the boundaries of due care and to the binding nature of the concern's guidelines and instructions. In preparing the dissertation, general methods of scientific work, such as deduction, analysis, synthesis and the descriptive method, were used. In addition, specific formal legal methods were employed, namely grammatical interpretation, logical interpretation and systematic interpretation (considering the context and place of the provisions from the point of view of the legal regulation, the system of private law, as well as from the point of view of the entire Czech legal system). As supporting methods, historical interpretation (the rules prior to the recodification of private law) and teleological interpretation (reasoning that uses the meaning of corporate law) were applied. Furthermore, the comparative method was used to a considerable extent in the preparation of the dissertation. This involves both a comparison with selected foreign rules (German, British and French) and a comparison with rules at the Community level. The...
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Rights and obligations of shareholders
Hála, Ondřej ; Josková, Lucie (advisor) ; Flídr, Jan (referee)
Rights and obligations of shareholders The diploma thesis deals with the comparison of the legal status of individual shareholders in a joint stock company, respectively provides an insight into possible differences in their rights and obligations. In the first part, the differentiation in shareholder rights and obligations are listed in general in terms of qualitative and quantitative aspects of the share and addresses the question of whether the different type and number of shares held by individual shareholders does not encounter the principle of equality. Due to the diversity of all shareholder rights and obligations, the work in its second part focuses on the duty of loyalty and compares this general obligation, which is the basis of all other shareholder rights and obligations, from the perspective of individual shareholder groups. A joint stock company is an environment where there is often a conflict of interest between shareholders and the company or between shareholders themselves. For this reason, the duty of loyalty primarily defines the terms "purpose" and "interest" of the company and similarly, the shareholders identify the "motive" for which shareholders most often join the joint-stock company and their partial "interests". Subsequently, a general description of the duty of loyalty...
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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...
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Ascertaining beneficial owners of limited business corporations and the legal consequences of discrepancies in their register
Tocik, Jan ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
1 Ascertaining beneficial owners of limited business corporations and the legal consequences of discrepancies in their register Abstract The ongoing EU regulatory developments in the area of anti-money laundering and combating the financing of terrorism have brought obligations to identify and register data on beneficial owners of legal persons and legal arrangements. Beneficial owners are, in the most general sense, natural persons who, on a factual or legal basis, directly or indirectly, control a legal person or legal arrangement, own a significant share in it or draw a substantial part of funds from its capital resources. The main purpose and objective of these obligations is to ensure increased transparency of these legal entities so that they cannot be easily exploited for the perpetration of (financial) crime. In order to implement the latest European legislation into the Czech legal system, the Czech legislator adopted (and is currently amending) Act No. 37/2021 Sb., on the Register of Beneficial Owners, which regulates this legal matter in a general and comprehensive manner. The object of this thesis is the analysis of the new statutory regulation and the assessment of whether it is capable of achieving its objective, which is to ensure increased transparency of legal persons, specifically in the...
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Records of book-entry securities
Papajanovský, Jan ; Čech, Petr (advisor) ; Josková, Lucie (referee)
Records of book-entry securities Abstract The topic of this thesis is the registration of book-entry securities, especially with re- gard to new technologies for keeping such records, such as distributed ledger technology (DLT). The first chapter briefly describes how this technology works and how it has helped to overcome the long intractable problem of decentralised databases, the so-called double- spending issue. The following chapter then deals with the characteristics of the products (fi- nancial and otherwise) embedded in DLT technology, collectively usually referred to as cryp- to-assets. These are generally divided into cryptocurrencies, property or investment tokens, which may correspond in their characteristics to certain types of securities, and utility tokens. In the third part of the thesis, the existing legal regulation of book-entry securities in Czech and European law is analysed in detail, and the regulations of private and public law are discussed with regard to possible interpretative ambiguities and potential disputes. The key point is the assessment of the legal consequences of issuing a book-entry security in vio- lation of the public law requirements for registration with a central depository and the ques- tion of the autonomy of the concept of a security in European financial market...
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The impact of the Delaware effect upon European law
Milič, Kamil ; Tichý, Luboš (advisor) ; Josková, Lucie (referee)
The Abstract DELAWARE EFFECT AND ITS INFLUENCE ON EUROPEAN LAW My thesis deals with Delaware effect in the United States and its effect on European law. The short introduction of my thesis contains the summary of the purpose of my thesis. The aim of my thesis is to compare the situation in the United States and in Europe in respect of incorporations of companies and to find out if the similar competition between corporate charters as it occurred in the United States can occur or has already occurred in Europe. After short introduction, I describe the beginnings of the competition between states in the USA to attract incorporations. Moreover, I describe the triumph of Delaware in this competition. Further, I describe the legal system of Delaware and its uniqueness with respect to corporation law. I characterize main theories concerning regulatory competition, I lay stress on Race to the Top and Race to the Bottom theory. In subsequent part of my thesis I compare the situation in the USA and Europe in respect of company's incorporation. I refer to main theories concerning incorporation, the Seat Theory and the Theory of Incorporation. Consequently I deal with compatibility of the Seat Theory and Incorporation Theory with EU legislation and with the process of company law harmonization within the European...
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