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Czech and European law of corporate groups - background and prospects
Chaloupka, Jiří ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Law of corporate groups deals with legal issues arising from the economic unity of the corporate group as a whole and the separate legal personalities of its individual members. This leads to a conflict between the interests of a parent company and the interests of its subsidiary. By using a comparative method, I analyzed in this thesis the laws of Germany, France, Great Britain and the U.S. to see how these countries regulate corporate groups and how they deal with the problems associated with them. Generally, legal approaches to the regulation of corporate groups can be divided into two groups - the German model that creates a complex system of special rules regulating corporate groups, and a model that regulates only specific aspects of corporate groups and leaves the solution of all other problems to the general regulation of corporations and judicial decisions. In the German model, it is possible to prefer the interests of the whole group at the expenses of the interests of a subsidiary under certain conditions, whereas the majority of legal systems adhere to the duty of loyalty. Moreover, the majority of legal systems prefer to provide instruments for the direct protection of subjects endangered by the creation of a corporate group, while German law focuses mainly on protection of the subsidiary....
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The relations within a group of companies with regard to the compensation of damage withit the group
Bednář, Marek ; Horáček, Vít (advisor) ; Černá, Stanislava (referee)
This thesis deals with the legal regulation of corporate group relations, especially compensation of harm resulting from a lawful act, compensation of economic loss and damages. These institutes are very often connected to other branches of law, which are above all insolvency law and financial law. Then they usually are connected to different areas of company law, for example piercing of the corporate veil, shadow director, wrongful trading and corporate governance. These other branches of law and other areas of company law are not corresponding to the topic of this thesis, so they will not be analyzed in this thesis. For more information about the above mentioned I refer to professional literature and journal articles. Next will be the analysis of the new commercial corporations bill in the light of the topic of this thesis, with the author's view on this bill. This bill was proposed to the government of the Czech Republic after a consultation on the draft bill in the year 2008, and the Government now is to discuss this bill. In the end there will be my own proposal on new changes of the corporate group regulation in the context of this thesis. In this thesis are used methods of analysis, ordinary and extraordinary law interpretation and in some cases comparative methods. So this thesis aims at the...
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Company name
Křížková, Anna ; Patěk, Daniel (advisor) ; Černá, Stanislava (referee)
Company name Abstract This diploma thesis analyzes the current legal regulation of company law and evaluates the quality of this regulation in terms of sufficiency and unambiguity. The thesis is divided into four main chapters. The first chapter contains an analysis of basic theoretical questions of company law - it specifies the concept and legal nature of the company, its basic functions and the basic principles of company law in the creation and use of the company. The second chapter deals with the analysis of ownership of the company, taking into account the new legal nature of the company name as a thing in the legal sense. The use of the so-called old firm and the analysis of § 427 is then contained in chapter three. The last chapter describes the protection of a company name according to the current legal regulation, including the analysis of specific claims arising from this protection. At the end of the thesis the results from the analysis and assessment of the legal regulation of company law are summarized. The evaluation takes into account the changes introduced by the new legal regulation contained in the Civil Code as compared to the original regulation in the Commercial Code. As a positive, the following issues are assessed: the change in the legal nature of a company name where the company is...
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The relations within a group of companies with regard to the compensation of damage withit the group
Bednář, Marek ; Horáček, Vít (advisor) ; Černá, Stanislava (referee)
This thesis deals with the legal regulation of corporate group relations, especially compensation of harm resulting from a lawful act, compensation of economic loss and damages. These institutes are very often connected to other branches of law, which are above all insolvency law and financial law. Then they usually are connected to different areas of company law, for example piercing of the corporate veil, shadow director, wrongful trading and corporate governance. These other branches of law and other areas of company law are not corresponding to the topic of this thesis, so they will not be analyzed in this thesis. For more information about the above mentioned I refer to professional literature and journal articles. Next will be the analysis of the new commercial corporations bill in the light of the topic of this thesis, with the author's view on this bill. This bill was proposed to the government of the Czech Republic after a consultation on the draft bill in the year 2008, and the Government now is to discuss this bill. In the end there will be my own proposal on new changes of the corporate group regulation in the context of this thesis. In this thesis are used methods of analysis, ordinary and extraordinary law interpretation and in some cases comparative methods. So this thesis aims at the...
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The liquidator in the process of liquidation of a company
Sniehotta, Michal ; Horáček, Vít (advisor) ; Horáček, Tomáš (referee)
1 The Liquidator in the Process of Liquidation of a Company Abstract The diploma thesis deals with the issue of general legal regulation of liquidation of a company, above all with a focus on the liquidator's legal status and his particular actions within the liquidation process. The thesis follows a hypothesis that the analyzed legal regulation of liquidation of a business company embedded in the Commercial Code is good and well-elaborate. The objective of the thesis is to critically test thus formulated hypothesis on the basis of comprehensive delimitation, analysis and evaluation of qualities of general liquidation rules. Attention is focused mainly on legal issues related to the actual liquidator's position, for instance on the issue of qualification for the function of a liquidator or the issue of appointment and dismissal of a liquidator by the court. The study builds chiefly on the method of description and critical analysis of relevant legal provisions and secondary sources. The obtained theoretical knowledge is then generalized into more general conclusions using a synthetic method. Aside from the introduction the actual thesis comprises four chapters, out of which the first three in particular are rather theoretical, whereas the fourth chapter provides a more practical view of description of the...
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Czech and European law of corporate groups - background and prospects
Chaloupka, Jiří ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Law of corporate groups deals with legal issues arising from the economic unity of the corporate group as a whole and the separate legal personalities of its individual members. This leads to a conflict between the interests of a parent company and the interests of its subsidiary. By using a comparative method, I analyzed in this thesis the laws of Germany, France, Great Britain and the U.S. to see how these countries regulate corporate groups and how they deal with the problems associated with them. Generally, legal approaches to the regulation of corporate groups can be divided into two groups - the German model that creates a complex system of special rules regulating corporate groups, and a model that regulates only specific aspects of corporate groups and leaves the solution of all other problems to the general regulation of corporations and judicial decisions. In the German model, it is possible to prefer the interests of the whole group at the expenses of the interests of a subsidiary under certain conditions, whereas the majority of legal systems adhere to the duty of loyalty. Moreover, the majority of legal systems prefer to provide instruments for the direct protection of subjects endangered by the creation of a corporate group, while German law focuses mainly on protection of the subsidiary....
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Business Law of the People's Republic of China
Kacíř, Pavel ; Boháček, Martin (advisor) ; Švarc, Zbyněk (referee)
The main objective of this thesis is to map present system of business law in China, identify key factors, that formed and determine its present shape and compare theoretic form with reality, so that this thesis may become a basis for further exploring and studying of Chinese system of business law. The thesis is divided into four sections. Topic of the first section are sources of business law, their hierarchy and scope. Second part describes various types of business entities and their legal forms. Third part describes current state of contract law, while the fourth part studies various means of solving commercial disputes. Scope of this thesis does not cover business law in Taiwan and special administrative regions of Hong-Kong and Macau.
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Takeover bid
Kolarczyková, Eva ; Kříž, Radim (advisor) ; Chára, Petr (referee)
The bachelor thesis deals with legal form of a takeover bid. In the first instance the definition and the fundamental division of takeover bids are specified. The following chapter concerns the purpose, functions and the economical nature of takeover bids. The chapter concerning European legal form treats the Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids. The main part of the thesis devotes legal form of takeover bids in the Czech Republic. It focuses on the Act No. 104/2008 on takeover bids and on amendments of other acts. In the chapter entitled "Mandatory bid" essential specifics are explicated. The order of chapters illustrates the whole process of a takeover bid.
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Member's ownership interest in a limited liability company
Fuksová, Daniela ; Kalinová, Miluše (advisor) ; Žák, Květoslav (referee)
The thesis focuses on a member's ownership interest in a limited liability company. In the introduction, we provide an outline of the basic institutes of a limited liability company such as its incorporation and creation, composing of memorandum of association, the way of member's liability etc. Then we define the legal nature of an ownership interest as another property value. The main stress is put particularly on a member's rights and obligations arising from the ownership of his/her interest, and on different changes of members. To illustrate the issues described in the thesis, we also provide relevant judgments rendered by Czech courts in appellate and appellate review proceedings related to ownership interests in limited liability companies.
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