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Requirements for compliance with ethical standards in the context of B2B contracts of sale
Kurková, Natálie ; Patěk, Daniel (advisor) ; Eichlerová, Kateřina (referee)
5 Requirements for compliance with ethical standards in the context of B2B contracts of sale Abstract With increasing requirements for non-financial reporting, as adherence to ethical standards becomes a focal point of interest for entrepreneurs, the legal framework offers an effective mechanism for ensuring compliance - a contract. First, the thesis explores the terminology associated with ethical standards, which is both extensive and fragmented. The diverse terminology can contribute to misunderstandings and complicates the exploration of how ethical standards can be incorporated into contractual relationships. The emphasis within the thesis is placed on identifying, defining and unifying key terms, which is essential in order to ensure clear comprehension of the topic and facilitating dialogue between experts across disciplines. The thesis focuses on the possibilities of integrating ethical standards into B2B purchase contracts within the legal framework of the Czech Republic. The thesis aims to explore whether and how ethical standards can be incorporated into the contractual relationship, identifying and examining two primary methods: through the characteristics of the purchase item and incorporation separate from the contract matter. The thesis examines the application challenges associated with...
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Awarding of public contracts in the decisions of the Office for the Protection of Competition and the Court of Justice of the EU
Zenker, Jakub ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
Awarding of public contracts in the decisions of the Office for the Protection of Competition and the Court of Justice of the EU Abstract This diploma thesis, structured into an introduction, four main parts and a conclusion, deals with the issue of public procurement in the decision-making practice of the Office for the Protection of Competition and the Court of Justice of the European Union. Public procurement is a key factor affecting the management of public sector entities, with a significant impact on the state finances and citizens' quality of life. The current problem lies in frequent occurrences of corruption and lack of transparency in public procurement, leading to ineffective use of public funds. The aim of this thesis is to identify typical breaches by contracting authorities in the light of decision-making practices and to provide them with guidelines on how to set appropriate procurement conditions and avoid mistakes, thereby increasing the efficiency of procurement procedures and minimizing the risks of legal challenges to the procurement process. The secondary objective is to examine the evolution of legal opinions of the decision- making bodies regarding identified violations of the law by contracting authorities. The first part defines the basic legal terms related to public procurement....
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Business decisions of members of elected bodies and the business judgment rule from the perspective of recent case law in the Czech Republic and Federal Republic of Germany
Vavera, Jiří ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
Business decisions of members of elected bodies and the business judgment rule from the perspective of recent case law in the Czech Republic and Federal Republic of Germany Abstract The thesis focuses on business decisions of members of elected bodies with a focus on statutory bodies of limited liability companies and joint stock companies. It examines them in the perspective of the business judgment rule. The author asks the questions how members of elected bodies must make their business decisions in order to be protected against liability for damage caused by their consequences, and whether the current statutory regulation of the business judgment rule is sufficient or whether an amendment would be needed. In order to answer these questions, the author analyzed the statutory regulation of the business judgment rule and, in particular, the case law of the Czech and German supreme courts. Germany was chosen by the author because its statutory regulation and judicial decisions of the German Federal Court of Justice served as a source of inspiration for Czech legislators and Supreme Court judges. The thesis compares these two approaches comparatively. Members of elected bodies must base their judgement on sufficient sources of information and for the benefit of society in order to be protected in their...
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Directive on Preventive Restructuring and its implementation into Czech legal system
Vozka, Marek ; Hurychová, Klára (advisor) ; Eichlerová, Kateřina (referee)
v anglickém jazyce This Master's Thesis conducts a comprehensive analysis of preventive restructuring within the framework of Czech insolvency law, focusing on its practical applicability and benefits for commercial corporations facing financial difficulties. Special attention is given to the European Union Directive on preventive restructuring, aimed at harmonizing approaches to solution of financial difficulties across member states and providing effective tools to prevent business failure. The thesis examines the legislative framework of preventive restructuring, analyzes its implementation into Czech legal system, and compares it with approaches in other countries. Through theoretical examination and empirical data analysis, this thesis assesses whether preventive restructuring can be a suitable tool for financial rehabilitation and whether it can fulfil the expectations associated with its introduction. Key findings indicate that although preventive restructuring represents a debtor-friendly and less procedurally demanding approach, its real impact on the business environment in the Czech Republic will be limited. Empirical data suggest that since the introduction of the Insolvency Act, there has not been a significant increase in cases where bankruptcy is resolved through reorganization,...
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Real estate brokerage
Prints, Pavlo ; Eichlerová, Kateřina (advisor) ; Hurychová, Klára (referee)
83 Real Estate Brokerage Abstract This thesis deals with the impact of Act No. 39/2020 Coll., on real estate brokerage and on amendments to related acts (Act on Real Estate Brokerage) on the legal status of consumers. The aim of this thesis is to assess the impact of the Real Estate Brokerage Act on the legal status of the consumer and to compare the findings with the previous legislation. The focus of this thesis is on issues relating to the conditions of business activities of real estate agents and the real estate brokerage contract. For the conditions of business activities, I have focused on the issue of impeccability and professional competence of real estate agents. In the case of the real estate brokerage contract, I have dealt with selected legal institutes introduced by the Real Estate Brokerage Act, which are of the nature of the so-called "protection rules". The systematic division of this thesis consists of an introduction, three chapters and a conclusion. The first chapter contains the basic terminology that appears throughout the thesis. The basic terms include the definitions of real estate brokerage, real estate agent and the interested party as a consumer. This chapter includes a brief summary of the history of legal regulation of real estate brokerage in the Czech Republic. The first...
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Iura in re aliena to a share in a business corporation (including share incorporated in a security)
Jirásek, Lukáš ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
The diploma thesis revolves around the theme of the conditions of creating a pledge over a share in a business corporation. The author aims to answer the question of which shares in business corporations can be subject to a pledge and under what conditions. Additionally, the work explores how members of individual business corporations can influence these conditions, and to what extent. To achieve this goal, the work is divided into five chapters. The first chapter examines the ability of a share in a corporation to become a pledge from the perspective of civil law. Attention is given to the requirements for the characteristics of pledge set forth in the Civil Code and their reflection in the requirements for creation of a pledge over a share in a corporation. The possibility of incorporating certain shares in a corporation into a security or registered security taken into account. Possible approaches to the applicability of the general regulation of pledge of a share to a security representing a share, are presented. The second chapter deals with the legal prerequisites for the ability of a share in individual business corporations to become a pledge. The material reason for such a setup is examined, especially in cases where legal regulations imply that a share in the respective business...
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Obligations associated with shares
Matula, Martin ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
- obligations associated with shares This thesis focuses on the question whether it is possible to associate obligations with shares in addition to rights, with closer attention to the issue of the creation of special obligations - their permissibility, limits and possible specific forms. The thesis aims to provide an unambiguous answer to the question whether obligations can be associated with shares, or more specifically whether it is permissible in the context of corporate law for joint stock companies to create special types of shares, the content of which would be special, unforeseen by law, obligations. In the first part of the thesis, a brief introduction of the obligations that are explicitly linked to shares by law is made, with a little more attention being paid to the elaboration of the duty of loyalty. The main part of the thesis consists of a section focusing on the permissibility of creating special obligations with shares, i.e. obligations that are not expressly provided for by the law. The thesis enters this section through a closer analysis of the issue of surcharges in joint stock companies and the related issue of the surcharge obligation as a share-related obligation. The conclusions from the analysis of the surcharge obligation are then used as clues to the question of the...
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Duty of Due Managerial Care in Corporate Law
Petržela, Karel ; Štenglová, Ivanka (advisor) ; Eichlerová, Kateřina (referee) ; Havel, Bohumil (referee)
Duty of Due Managerial Care in Corporate Law Abstract All members of elected corporate bodies are bound by duty of due managerial care. Precise understanding of the content of this elementary obligation is required for legal certainty of those persons, who accept the position of memer of an elected corporate body. This work aims to explain context and historical, economic and legal background of the current duty of due managerial care in corporate law, compare its content with that of comparable duties in selected foreign jurisdictions, review and assess the assumed content of this duty under Czech law having regard to such comparable duties, and to analyze selected consequences and implications of breach of such duty under Czech law. This work reflects on the legal framework in effect as of 28 February 2022 and takes into account also the amendment to the Corporations Act implemented by Act No. 33/2020 Coll. The work is organized into eight chapters (including introduction and conclusion). The research questions are being addressed in chapters 2 through 7 where chapters 2 through 4 are considered key. The second chapter is dedicated to the context, in which the duty of due managerial care exists under Czech law, in particular the historical and economic bacground, and also to general terms and concepts,...
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Material Publicity of Commercial Register
Hloušková, Alexandra ; Eichlerová, Kateřina (advisor) ; Hurychová, Klára (referee)
Material Publicity of Commercial Register Abstract The subject of the diploma thesis is the principle of material publicity applicable to persons registered in the commercial register and their obligations resulting from the registration in the Commercial Register to the liable persons within the entrepreneur. The legal regulation of material publicity has changed over time and is now regulated by Act No. 304/2013 on public registers of legal entities and natural persons, which stipulates it for all public registers. The aim of the thesis is to find out if the current legal regulation is sufficient to oblige entrepreneurs in actions made on the basis of incorrect registration in the Commercial Register. In the analytical parts of the thesis, a descriptive method was used, when the interpretation of domestic law was compared with the interpretation of Slovak and German law. Furthermore, the existing legislation was compared with the Czech jurisprudence, which interprets this legislation. On the basis of such comparisons in chapters 2. Contradiction of the record with reality and 3. Contradiction of the record are defined expert opinions on the obligation of the given area towards the obliged persons within the entrepreneur. The thesis is divided into four parts. The first one aims to clarify the concept of...
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Property structure of SICAV from the perspective of corporate law
Bezděková, Anna ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
- 1 - Property structure of SICAV from the perspective of corporate law Abstract This thesis focuses on selected property aspects of a joint stock company with variable capital (SICAV), which are analysed from the perspective of corporate law. Specifically, the thesis deals with the institutes of the assets and liabilities (jmění) and capital of a SICAV. A SICAV is a special type (subtype) of joint stock company which can only act as an investment fund. Its regulation can therefore be found in the Investment Companies and Investment Funds Act (zákon o investičních společnostech a investičních fondech). It does not, however, lose the characteristics of a "regular" joint stock company; therefore, the Business Corporations Act (zákon o obchodních korporacích) and, where applicable, the Civil Code (občanský zákoník) apply in cases where Investment Companies and Investment Funds Act does not provide otherwise. This two-tiered subsidiarity of the SICAV legal regime gives rise to some interpretative ambiguities, which are discussed in the thesis. The thesis also provides a general interpretation of the concept of assets and liabilities and capital. First, the thesis discusses the institution of the SICAV's assets and liabilities. This can be broken down into two subsets, namely investment and non-investment...
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