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Comparison of duty of loyalty of a member of governing body of a company and duty of loyalty of a company member
Hubáček, Tomáš ; Josková, Lucie (advisor) ; Tomášek, Petr (referee)
The Duty of Loyalty of a Director of a Company and the Duty of Loyalty of a Member of a Company in Their Mutual Comparison Abstract According to the valid legislation, both the member of a company and the director of a company are subject to the duty of loyalty. The duty of loyalty has different content in relation to these persons and affects them with different intensity. The aim of this thesis is to compare selected aspects of the duty of loyalty of the member of company and the director of company. The first part presents initial doctrinal and judicial evolution of the duty of loyalty of the member of company and the director of company in the legal order of the Czech Republic. Furthermore, the essence (creative elements) of the duty of loyalty of mentioned persons is discussed. In this context, legal doctrine concludes that the essence of loyalty of the member of company and the director lies, amongst other matters, in contract. However, each of these persons has a different obligation, which is associated with different rights and duties of the relevant members of company's bodies. The aim of the first part is to develop the issue, which I consider crucial for understanding arguments and conclusions presented in the thesis. In the second part, I try to identify the interest which the member of company...
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The participation and position of a member of an unlimited liability company
Kunášek, Jiří ; Horáček, Tomáš (advisor) ; Josková, Lucie (referee)
The participation and position of a member of an unlimited liability company, Abstract This doctoral thesis examines the participation and position of a member of an unlimited liability company (in Czech veřejná obchodní společnost), which is a topic that has been largely unexplored in theory. At the same time, unlimited liability companies as a legal form are seldom used for running a business in practice. As a result, there are only a very few judicial decisions addressing these issues. For these reasons, the author considers the exploration of this topic helpful and beneficial. The introductory part of the thesis contains an analysis of the unlimited liability company as a separate legal person, its characteristic features and factors specific to this legal form. This is followed by an extensive analysis of the member, the prescribed requirements for taking the position of a member and an analysis thereof, as well as a list of persons who are not granted the right. The fourth part provides a comprehensive analysis of the interest constituting the member's participation in the unlimited liability company, the ownership of the share and the specific aspects of an interest in an unlimited liability company, including dealing with the interest. The thesis also studies the creation of a member's interest by...
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Protection of trade secrets (focusing on Directive 2016/943)
Kučerová, Lucie ; Patěk, Daniel (advisor) ; Josková, Lucie (referee)
Protection of trade secrets (with a focus on Directive 2016/943) Abstract The subject of this diploma thesis is to assess the protection of trade secrets in the context of Czech legislation with the comparison of the requirements of the Directive on the protection of trade secrets. The diploma thesis is based primarily on the valid legal regulations and Czech case law, which is associated with the regulation of the protection of trade secrets. Individual subjects of competition invest in research and development to gain a competitive edge or maintain their competitiveness. The results of their innovative activities are often subjected to dishonest practices aimed to disrupt or abuse them. The institute of trade secrets is one of the important ways to protect the results of innovative activities. Its importance is confirmed by the adoption of Directive (EU) 2016/943 of the European Parliament and of the Council. The first part of this diploma thesis focuses on the definition of the concept of trade secrets according to the Czech legislation, its comparison with the concept of the Directive and evaluation of their mutual compliance. The second chapter is devoted to the main theme of the diploma thesis, which is the protection of trade secrets under the law against unfair competition. I consider its regulation...
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Acquisition of the right of ownership to a share in a limited liability company from a non-entitled person
Treutlerová, Hana ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
and keywords Acquisition of the right of ownership to a share in a limited liability company from a non-entitled person The subject of this thesis is the analysis of the institute of the acquisition of the right of ownership from a non-entitled person in relation to a share in a limited liability company. The thesis analyzes the various aspects of the acquisition from a non-entitled person in relation to the share in a limited liability company on the basis of a share purchase agreement. With regard to the forms of shares in a limited liability company, which in addition to a business share may also be represented by a common certificate, the institute of acquisition from a non-entitled person is analyzed in relation to both forms of shares. The work is based on the identification following by analysis of the main questions, which lead first to find out whether the provisions on acquisition of share from a non-entitled person can be applied. Conclusions will then be applied to each acquisition method according to the relevant provisions on acquisition from a non-entitled person. The thesis is divided into five chapters. The first chapter is devoted to the legal regulation of the transfer of a share in a limited liability company and provides a basic insight into the regulation of a transfer of a...
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The Specifics of Use of Trusts in Business Relations
Žižka, Filip ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The Specifics of Use of Trusts in Business Relations This thesis deals with possibilities brought by trusts (in Czech: svěřenský fond) to business relations. It analyses the key features of a trust, thanks to which it has a unique and often irreplaceable position in number of financial transactions. Selected financial transaction are described in detail and the importance of trusts in these transactions is explained. The main objective of this thesis is to show that trusts have benefits far beyond the governance of personal property and its intergenerational transfers. By this I want to prompt interest in further research of the use of trusts in business relations in the Czech legal environment. After the introduction, the first chapter of this thesis briefly introduces the history of the trust. It is outlined which role the trust played in different legal systems and what were the motives for its development. The second part describes trust as an institute of civil law. There is also described the implementation of the trust into the legal system of the Canadian province Québec, because this regulation served as a model for the Czech lawmakers. This chapter of the thesis also describes the subjects of the trust and the basic concepts related to this institute. The third part introduces the trust...
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Reinstatement of liquidation (ss. 208, 209 of the Civil Code)
Aulisa, Valentina ; Josková, Lucie (advisor) ; Pelikán, Robert (referee)
Reinstatement of liquidation (ss. 208, 209 of the Civil Code) This diploma thesis deals with the legal regulation of the continuing and reinstated liquidation pursuant section 208 and 209 of Act No. 89/2012 Coll., the Civil Code. The continuing and reinstated liquidation are specific cases to which rather marginal attention is paid within the legal order. The aim of this thesis is to point out the essential aspects of this regulation and to solve some of the cases of doubt concerning them, as well as to outline the actual course of these institutes and the prerequisites that must arise for their implementation. The diploma thesis deals with the continuing and reinstated liquidation in two separate parts, which form the core of the thesis. In the individual chapters the legal conditions for the continuation and reinstatement of the liquidation are analysed, as well as the prerequisites that were, in relation to this regulation, specified in more detail or deduced only in the decisional practice of the courts. Particular attention is also paid to the nature and the requirements set out for the nature of the previously unknown property, the needs for other necessary measures and other interests worthy of legal protection, which are the essential reasons for carrying out a continuing or reinstated...
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Use of commercial terms in consumer contracts
Beláková, Zuzana ; Patěk, Daniel (advisor) ; Josková, Lucie (referee)
Use of commercial terms in consumer contracts Abstract The topic of this thesis is the use of commercial terms in consumer contracts. The issue is relevant, as it falls within the scope of the protection of consumers, which is one of the most recent trends in private law. The main aim of the thesis is to analyse the legal regulation of the use of commercial terms in consumer contracts and evaluate the possibility of negotiating contractual penalties in commercial terms in consumer contracts. This thesis is divided into four chapters. First chapter concentrates on the sources of legislation, which can be divided into private and public. The constitutional foundations of consumer protection are briefly subjected to an analysis, as consumer protection does not fall only within the sub-constitutional level. Neither Constitution nor the Charter explicitly work with the term consumer protection, but it results from a conflict of autonomy of will and the principle of equality. In this chapter, attention is also paid to the development of consumer protection and the impact of European Union law on this issue. In the second chapter of this thesis, attention is paid to the analysis of basic terms such as consumer, entrepreneur or consumer contract and attention to the issues that may arise during their interpretation...
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Due managerial care and diligence and liability for their breach
Skopcová, Markéta ; Čech, Petr (advisor) ; Josková, Lucie (referee)
The duty to act with the diligence of a professional manager and consequences of the violation of this duty This thesis deals with the duty to act with the diligence of a professional manager and the consequences of doing so. The author of the thesis tries to define in detail the duty to act with the diligence of a professional manager as a standard form of conduct and its individual definition components and also the consequences that occur in case of breach of this duty. The thesis defines the theoretical basis and tries to critically evaluate problematic issues related to this standard of conduct and to bring their own opinion on the matter.The thesis is divided into six parts. The first part deals with the master-agent issues and the related costs of representation. Shortly, attention is paid to the fiduciary duty and the reasons for its anchoring in general. The second chapter deals with the development of the duty to act with the diligence of a professional manager from the time of the General Austrian Civil Code of Law to legislation in the Civil Code in force and the Business Corporations Act. The third chapter defines individual elements of the care of a professional manager, namely the duty of loyalty, due care and necessary knowledge, with a partial overlap into foreign legal systems....
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Obligatory representation of women on corporate boards
Martiňáková, Lucie ; Josková, Lucie (advisor) ; Hurychová, Klára (referee)
77 Abstract Obligatory representation of women on corporate boards The main topic of this master thesis deals with obligatory women representation on boards of stock listed companies from the theoretical point of view with focus on European and Czech legislation. Women are under-represented in this area for a long time, which not only violates the basic human rights principle regarding gender equality, but also does not use the available human resources and thus wastes talent. The second chapter first describes the development of EU law in relation to positive measures that can justify a higher participation of women in the bodies of business corporations in relation to the principle of non-discrimination, mentioning the most important case law of the ECJ. Than is also mentioned the possibility of positive measures in Czech legislation. The second chapter also mentions the economic aspects of women's representation on boards in the sense that the presence of women can influence the body and thus the whole corporation. The third chapter describes the means by which women's participation in corporate bodies can be increased, what goals can be achieved and what sanctions can be imposed in case of non-compliance with the set goals. The arguments for and against the introduction of legal quotas are also...
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Legal regulation of content of B2C contracts (from the perspective of consumer protection)
Krahulíková, Kateřina ; Josková, Lucie (referee)
This diploma thesis deals with the content of the consumer contract and its regulation from the perspective of consumers. The aim of this thesis is to analyse this particular regulation, decide whether it is sufficient, where can be seen some deficiencies and whether the regulations fulfil its function, that is to protect the weaker party. The thesis is divided into five fundamental parts. The first one is concerned with the introductory issues, such as the consumer itself, consumer protection, why is the consumer actually protected, the principles on which is the protection based. The second part looks into the unfair terms in consumer contracts. The emphasis is placed on problematic provisions with respect to the Court of Justice case-law as well as the national case-law. An independent head is devoted to the possibility of the contractual penalty in terms of trade. The third section deals with contractual information requirements. It summarizes the European regulation. It also compares the preceding regulation with the new one in order to find the current tendencies. The contractual information requirements are viewed critically, based on specialized comments and analysis. The national regulation is divided into the general regulation and consumer regulation considering the difference between...
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