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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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Legal consequences of damage caused to the controlled affiliate by corporate group management
Pulicar, Miroslav ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Legal consequences of damage caused to the controlled affiliate by corporate group management Abstract This thesis deals with legal consequences of damage caused to the controlled affiliate as a result of the corporate group management in Czech law. The introduction sets out the general legal and theoretical framework of the thesis, namely the basic theoretical concepts of the corporate law, the principles of separate legal personality and limited liability, and the structure of the law on the corporate groups. It is divided into two main chapters. The first chapter analyzes the consequences of damage caused to the controlled affiliate in the economically functional corporate groups. It firstly analyzes the aspects of group management, different forms of damage and principles of group damage compensation according to sec. 71 et seq. of the Act no. 90/2012 coll., on Commercial Companies and Cooperatives. It further provides an explanation of the provisions on the protection of creditors and minority shareholders of the controlled affiliate, namely the liability of the parent company towards the creditors of the affiliate for the payment of debts, liability of the parent company to compensate any damage arising to the members of the affiliate in connection with its influence and the right of the minority...
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Advance Payments of the Share in the Profit of Limited Companies
Bastlová, Michaela ; Josková, Lucie (referee)
Advance Payments of the Share in the Profit of Limited Companies Abstract This thesis deals with advance payments of the share in the profit concerning the limited companies. Its aim is to analyse in more detail this for practice relatively new legal institute, to deal with its relatively brief regulation in the Business Corporations Act, and to offer possible solutions to some still doctrinally unfinished issues. It also attempts to outline the wider context of the current legislation of advances of the share in the profit, especially their historical development, relevant European law and also some foreign legal regulations. The amendment to the Business Corporation Act, which is currently under consideration, is reflected as well. The thesis is divided into four main parts. The first part defines conceptually advances in civil law and advances of the share in the profit. The regulation of advances of the share in the profit and its historical development is introduced, and the possibilities of using this institute are listed. In the second part, the particular conditions for the paying of advances of the share in the profit are analysed in detail. Among other things, the issue of time applicability of the interim financial statements is also examined, together with its possible replacement by an ordinary...
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Types of shares in limited companies
Šendera, Radek ; Čech, Petr (advisor) ; Josková, Lucie (referee)
Types of shares in limited companies Abstract This thesis focuses on (variety of) types of shares in limited companies (limited-liability company and joint-stock company). The possibility to create various types of shares (share classes) is one of the many changes brought by the Business Corporations Act. Even though many years have passed since its entry into force, the share classes remain relatively new matter which inevitably brings many uncertainties and interpretation problems. Those are not limited to a narrow range of issues but concern the whole subject matter. Therefore, this thesis does not focus only on a limited range of related issues but approaches the problematics of share classes as a whole. The purpose of this thesis is to provide a comprehensive interpretation of issues related to the formation (creation) of various types of shares and to offer answers to the most important questions concerning this subject. Therefore, the first part of this thesis focuses on the concept of share in limited companies itself. On selected issues concerning shares, the nature of rights and duties attached to them is clarified. To demonstrate their advantages and disadvantages these rights and duties are compared with the ones arising from so-called sideletters at the end of the first part of this thesis. At...
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Acquisition of shares by employees of a joint stock company
Przybyla, Marek ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Acquisition of shares by employees of a joint stock company This master thesis deals with the issue of preferential acquisition of shares by employees of a joint stock companies. It studies Czech legislation in this area as well as legislation of the United Kingdom of Great Britain and Northern Ireland, especially whether it might be a source of inspiration for the Czech Republic. This thesis focuses on motivational potential of transferring shares to employees under preferential conditions regarding current legislation which is subsequently evaluated. At the beginning, it briefly describes historical development of the employee participation in the Czech Republic primarily regarding the privatisation and possibilities of employee participation it has brought. Afterwards, it examines the regulation of the employee shares in the Commercial Code, its limits and foundations. The next part concerns the legislation of the United Kingdom of Great Britain and Northern Ireland, the development of British joint stock companies and the reasons leading to their significant growth. Then, this thesis distinguishes direct and indirect participation of employees. Regarding the direct participation, it studies mainly the share option plans, their nuances, benefits and tax impacts. Besides it mentions the...
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Business Corporation v. Trust Fund from a Creditor's Point of View
Kolenský, Lukáš ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
Business Corporation v. Trust Fund from a Creditor's Point of View Abstract This diploma thesis deals with the analysis of the legislation regulating the functioning of limited companies and trust funds, specifically the issues of importance for the position of their external and residual creditors. The main goal of the thesis is to compare the mentioned entities and to gradually answer the question, which of them is more attractive for the creditor's position, and under what conditions respectively. The thesis is composed of a relatively shorter general part and of a main special part, together internally subdivided into eight partial articles. Regarding the applied methods, the thesis mainly uses analysis and comparison of domestic legal rules; the case law, mostly domestic, is quoted in order to present concrete manifestations of general rules in real instances. Following the definition of the subject of the thesis in its introduction, the general part firstly defines and examines, to the extent necessary, the concept of limited company, trust fund and the person of a creditor. In addition thereto, the thesis provides an explanation of the consequences of defects in legal acts. Special part of the thesis firstly concentrates on the issues of importance to the creditors arising in connection to the...
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