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Corporate social responsibility of limited companies and its impact on the standard of due managerial care
Stříteská, Eva ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
In my master's thesis I focus on the corporate social responsibility (CSR) within a joint stock company and a limited liability company. The aim of this paper is to define the CSR and to find out the ways in which corporate social responsibility displays in the company. Displays of the CSR are described on the most widespread company in the world - join stock company. This thesis composes of four chapters. The first chapter focuses on the development of corporate social responsibility and on its minuses and pluses for the company. The next chapter attempts to define the purpose and the interest of the company. In general, we can say that the joint stock company is found for the entrepreneurial purpose and its main task is to produce a profit to its founders. However, that does not mean that such purpose is the only possible purpose of the company. Regarding interest of the company, this thesis analyses the most fundamental approaches to this topic and the approach which the Czech company law uphold regarding this matter. The third chapter focuses on the obligation of joint stock company's governing body to act according to the duty of care. The chapter describes the components of this duty and the haven in the form of business judgemental rule. To define the duty of care is important for this paper...
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Remuneration of members of governing bodies of joint-stock companies
Peterka, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract Remuneration of members of governing bodies of joint-stock companies Remuneration of members of governing bodies of joint-stock companies is very topical. The aim of this thesis is to analyse the topic and its fundamental aspects, to compare legislation before and after the re-codification of Czech private law and to compare Czech and British law relating to remuneration. The first chapter defines the basic terms, aims and methodology of this thesis and describes relevant economic concepts (e.g. principal-agent problem, fragmentation of ownership of joint stock companies). The second chapter focuses on the issue of concurrent engagement as a director and as an employee of the company. This issue had been object of legal uncertainty in the past. The third chapter focuses on entitlement to remuneration. After the re-codification, the director is not entitled to remuneration unless otherwise stipulated by the parties. The right to be remunerated can be based on a service contract, internal directive or a resolution of the company. In certain cases, the member can be entitled to remuneration at the prevalent market rate. This is being compared in the thesis to the British regulation where decision-making about remuneration may be entrusted to the board of directors itself. On the other hand, the...
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Merger of a parent company and its subsidiary and its specifics compared to the general regulation of mergers
Trnka, Filip ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
Merger of a parent company and its subsidiary and its specificity compared to the general regulation of mergers The topic of this diploma thesis are the mergers between parent companies and subsidiaries. In my view, this is a very relevant topic nowadays which can be often faced in practice. The aim of this thesis is above all to describe the differences between this type of mergers and the other types (it is not my aim to describe the whole process of mergers between parent companies and subisdiaries step by step as a large part of regulation of this process is similar to the general merger process regulation). This thesis is divided into eight main chapters. In the first chapter current regulation and its historical development are outlined. The aim of the second chapter is to compare the incentives which lead to mergers between parent companies and subsidiaries and the incentives which lead to the other mergers. Of course, both partly overlap. However, there exist some differences, which are described in this chapter. Chapter three deals with the mergers between parent and subsidiary joint stock companies. To a large extent it consists of the analysis of the simplified approval process of such merger, which is included in the Czech legislature. Furthermore it includes the analysis of the share...
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The Instruments of Protecting Creditors of the Joint Stock Company
Przeczek, Michal ; Černá, Stanislava (advisor) ; Rozehnal, Aleš (referee) ; Elischer, David (referee)
1 The Instruments of Protecting Creditors of the Joint Stock Company Abstract The aim of submitted thesis is to analyse those instruments of the business corporations law that have a purpose to ensure a certain level of creditor protection in relation to the joint stock company as a typical representative of a capital company. The key characteristic of this form of a business company is a limited (or more precisely de facto excluded) liability of shareholders for its debts and a strict application of a separate ownership principle. On the one hand, this fact leads to its use for important business projects, but on the other hand, it also increases a probability of moral hazard by shareholders in some situations, which is contrary to interests of creditors. This is connected especially with a distribution of sources by a joint stock company to its shareholders. Instruments applied by a business corporations law are able to react to the riskiest situations and they also have a preventative character. Categorization of these instruments is a part of an introduction to this thesis together with a classification of creditors, which form a heterogenous group with different power and particular interests. The attention is also paid to some general instruments as information duties of business companies to third...
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Optimalization of Tax Burden of a Corporation
Bibrová, Veronika ; JUDr. Radovan Kužel, Ph. D., (referee) ; Svirák, Pavel (advisor)
This bachelor thesis deals with the issue of income tax, specifically with a proposal to reduce the tax for a particular legal person. According to the valid legal regulations, the work is divided into three main parts. The first part deals with the theory that needs to be known for applying tax optimization to practice. The second part is a particular company to which the theory will be applied. Lastly, the third part of this work is focused on the optimization proposal of the company itself.
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Bodies of limited companies in liquidation
Havelková, Lenka ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
Bodies of limited companies in liquidation Abstract This diploma thesis shows the position of the liquidator and the relation with other bodies of the stock corporation in process of liquidation of the stock corporation (further referred as "company"). There is an ambiguous interpretation of current legal regulations about the liquidation of legal entities, liquidator itself and particularly terms of reference of company authorities in liquidation. There are also a lot of arguably legal question about this relation that is answered in this thesis. The purpose of this thesis is not a just definition of liquidator or valuation of problematic areas according to liquidator's position. The thesis is also targeted on the activity of liquidator inside and outside the company related to solving reciprocal relation between liquidator and authorities of the company. The thesis is using critical analysis method of existing law regulations and contemporary legislation, judgments, articles to solve controversial questions which have not been removed during recodification of civil law which united civil and commercial adaptation of liquidation of the company. During this recodification was also changed the mode of acquisition of competence of statutory authority by the liquidator of the company. The diploma thesis...
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The course of a general meetings of a joint-stock company
Sáblíková, Martina ; Patěk, Daniel (advisor) ; Štenglová, Ivanka (referee)
- The course of general meetings of a joint-stock company The topic of this thesis is the course of general meetings of a joint-stock company. A joint stock-company is a limited company (a stock corporation), that means a company when membership in this company is connected with the obligation of investment contribution, either monetary or non-monetary, and that upon its formation, or when increasing its registered capital. The supreme body of a joint-stock company is the general meeting. The general meeting is a compulsory formed body regardless of the internal system of joint-stock companies, no matter if it is a monistic or dualistic board structure joint-stock company. With regard to the fact that it is compulsory, it is evident that the general meeting plays an important role in the functioning of the company itself. Within this thesis attention is also devoted to situations which are closely related to the course of general meetings. These are situations that precede general meetings, e.g. convening, and also situations after their closing. Within this thesis is also partly compared current legislation relating to joint stock companies, Act No. 90/2012 Sb., law on business corporations and cooperatives, with the previous related legislation, that means Act No. 513/1991 Sb., the Commercial...
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Remuneration of members of governing bodies of joint-stock companies
Peterka, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract Remuneration of members of governing bodies of joint-stock companies Remuneration of members of governing bodies of joint-stock companies is very topical. The aim of this thesis is to analyse the topic and its fundamental aspects, to compare legislation before and after the re-codification of Czech private law and to compare Czech and British law relating to remuneration. The first chapter defines the basic terms, aims and methodology of this thesis and describes relevant economic concepts (e.g. principal-agent problem, fragmentation of ownership of joint stock companies). The second chapter focuses on the issue of concurrent engagement as a director and as an employee of the company. This issue had been object of legal uncertainty in the past. The third chapter focuses on entitlement to remuneration. After the re-codification, the director is not entitled to remuneration unless otherwise stipulated by the parties. The right to be remunerated can be based on a service contract, internal directive or a resolution of the company. In certain cases, the member can be entitled to remuneration at the prevalent market rate. This is being compared in the thesis to the British regulation where decision-making about remuneration may be entrusted to the board of directors itself. On the other hand, the...
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The course of the general meeting of a joint-stock company
Novotný, Radek ; Patěk, Daniel (advisor) ; Zahradníčková, Marie (referee)
The course of the general meeting of a joint-stock company The aim of this thesis is to describe the procedure of the convening and the course of the general meeting of a joint-stock company according to the new Law No. 90/2012 Coll., on commercial companies and cooperatives. The regulation of the convening and the course of the general meeting is highly important, because the general meeting is the supreme body of joint stock company, which is exclusively authorized to decide on the fundamental corporate issues. Structure of this thesis is divided into 5 chapters. The first chapter is general, introductory and it describes the definition, the regulation and the organization of the joint stock company. The second chapter is devoted to the question of the proper convention of the general meeting, which is the basic assumption to the valid course of the general meeting. In the first part of this chapter are defined reasons for convention of the general meeting and bodies of the company entitled to this step. The second part of this chapter is devoted to the methods of publication and the content of the invitation to the general meeting. The third chapter identifies issues related to participation in the general meeting. It describes forms of the participation in the general meeting and related issues, the...
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Remuneration of members of governing bodies of joint-stock companies
Slatinská, Silvie ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract The name of this diploma thesis is "Remuneration of members of governing bodies of joint-stock companies". The goal of this work is to examine current legal framework of this topic both in legal norms of Czech Republic and in normative and recommendative acts of relevant international organizations (European Union, OECD), consequently to assess real application of these norms and eventually to appraise possibilities of enforcement of the respective principles in real-life practice. First chapter focuses on principles of integrity of business affairs and defines basic terms. Second chapter centers primarily around legal problematic of Contract on Execution of Function of Member of a Board of Directors in a joints stock company and its practical implementation. Third chapter analyses and describes - within framework of both current and historic legal norms - possibilities of various forms of remuneration, which can be however also denied under certain circumstances. Fourth chapter deals with Principles of Corporate Governance. Fifth and final chapter provides for a reflection of real life practice, i.e. how respective joints stock companies interact with legal regulation, respectively how will they interact with it. Proper remuneration policy is a complex issue, which has a free right of owners...
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