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(Non-)transferability of shares in business corporations
Coufal, Ondřej ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
(Non-)transferability of shares in business corporations Abstract This diploma thesis deals with (non-)transferability of shares in unlimited partnership, limited partnership, limited-liability company and joint-stock company. A share represents participation of a shareholder in business corporation. Each form of business corporation has a different modification of share transferability in the Business Corporation Act. Transfer of share is either prohibited, limited or allowed without any limitation. The rules on transferability also differ as to whether shareholders may deviate from them or not. The differences are mainly due to the personal or capital nature of the business corporation. The aim of this work is to determine the reasons which led the legislature to current transferability of shares in business corporations and to assess whether this legislation an appropriate solution is. The diploma thesis is structured into five parts. The first part deals with the theoretical introduction and defines a share and business corporations. The second and third part of the diploma thesis provides a detailed analysis of the transferability of the share in business companies, including the explanatory uncertainties and discussions that the current legislation raises. Part of the second part is also the...
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Relevant markets in the energy sector (in decision-making practice of the Office for the Protection of Competition)
Kujaníková, Tereza ; Eichlerová, Kateřina (advisor) ; Horáček, Tomáš (referee)
Relevant markets in the energy sector (in decision-making practice of the Office for the Protection of Competition) Abstract The purpose of my thesis is to analyze the issue of relevant markets delineation in energy sector. More precisely, to determine which relevant markets have been identified in this sector by the Czech Office for the Protection of Competition, eventually by the European Commission. The reason for my research derives from absence of any comprehensive study dealing with the subject matter, despite its essential importance both for competitors and competition itself. To identify relevant markets is a prerequisite for ruling competition cases by antimonopoly authorities (while assessing concentration of undertakings, abuse of a dominant position or anticompetitive agreements). The thesis is composed of three parts, each of them dealing with different aspects of relevant markets delineation. Part One is introductory and defines scope and basic terminology used in the thesis: competition, competitors and energy. Part Two examines more closely methodology of identifying relevant markets. This part consists of five chapters. Chapter One focuses on relevant market definition and its importance. Chapters Two to Four deal with different perspectives of its delineation, i.e. product, geographic and...
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Contract to transfer share in limited liability company
Bujgl, David ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
Contract to transfer share in limited liability company Summary Purpose of this diploma thesis is to draw attention to selected aspects of a contract to transfer a share in a limited liability company and to outline possible solutions to several interpretation issues arising out of the Act on Business Corporations. In the first chapter the author describes a change introduced by the Act on Business Corporations that allows creation of different types of shares in a limited liability company. Different rights and obligations may be connected with such shares. The author focuses on the division and description of selected rights and obligations and their impact on the content of the contract to transfer a share in a limited liability company. In the second chapter the author describes the contract to transfer a share in a limited liability company from the parties' point of view and their motivation to enter into such contract. The author of this thesis also compares the contract to transfer a share in a limited liability company with the acquisition of the company's assets and focuses on their practical advantages and disadvatanges. Furthermore, the second chapter outlines possible contract types that may be used for transfers of a share in a limited liability company. The third chapters deals mainly with...
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Registered capital of a limited liability company
Pavel, Josef ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
Registered capital of a limited liability company Abstract This master thesis deals with the institution of the registered capital in a limited liability company, its meaning and its purpose. The aim of the master thesis is to evaluate the current legislation, to compare it with the adjustment of the registered capital in other countries (especially in Germany), as well as to propose its concrete improvements. The new legislation of the limited liability company is very different from the previous legislation; the abolition of the minimum registered capital is one change brought by the new legislation. This is the result, not the cause of questioning the registered capital as the creditor protection institute. The registered capital does not perform the guarantee function, because the regulation of the registered capital does not provide (and the neither did the previous Act) effective guarantees that the company will have funds corresponding to the amount of the registered capital after the establishment of the company as well as during the period of its existence. Other provisions concerning the actual creation and maintenance of the registered capital were (except, for instance, the registered capital test) preserved. This is positive, especially because of great number of companies that have...
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Types of shares in limited liability company
Bronišová, Paula ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
This thesis focuses on types of shares in limited liability company. The concept of variability of shares was introduced by the Business Corporation Act, with a purpose to make limited liability company more attractive. There are many issues concerning this concept, preventing its effective use in practice. The aim of this thesis, is to identify current interpretational disputes and attempts to adumbrate possible outcomes and solutions. This thesis also reflects the proposal of amendment of the Business Corporation Act which was approved by the Government and passed to the Chamber of Deputies in June 2018. This diploma thesis consists of six chapters, which are further divided into subcategories. The first chapter introduces a concept of share in a limited liability company, its legal definition, understanding and related issues, The second chapter provides an overview of different types of shares, their classification as ordinary and special shares, and briefly outline the concept of variability of shares in selected foreign legal systems. The third chapter focuses on the concept of ordinary share and its unclear definition resulting in various interpretations. This section further examines and analyses different viewpoints on definition of ordinary share. The focus of the fourth chapter is the...
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Legal and property situation of a state enterprise
Růžička, Jan ; Zahradníčková, Marie (advisor) ; Eichlerová, Kateřina (referee)
1 Legal and property situation of a state enterprise Abstract This thesis focuses on the evaluation of the current legislation of a state-owned enterprise in the Czech Republic, especially in the light of the last amendment of the State-owned Enterprise Act, which is effective from 1st January 2017. The aim of this diploma thesis is to describe the valid legislation and also to evaluate the context with other legal regulations and finally to consider the need to preserve the unique legal form of the state-owned enterprise for the future. This diploma thesis is divided into the five chapters. The first chapter contains the brief characteristics of a state-owned enterprise and the definition of the basic concepts. The second chapter describes the historical development of the legal regulations of enterprises managing the state property from the establishment of Czechoslovakia until the year 1997, since when is effective the current State-owned enterprise Act. The third chapter, in four subchapters, analyzes the valid and effective legal regulations of the state-owned enterprise. The first subchapter is devoted to the company bodies of state-owned enterprises, the second to the subject of business and a purpose for which are the state-owned enterprises formed. The third subchapter is devoted to the...
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Rights arising from defective performance of contracts of sale involving an entrepreneur
Strakatý, Tomáš ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
The main goal of this thesis is to identify and analyze problematic aspects of rights arising from defective performance in B2B sale. The analysis is set into a complex description of rights arising from defective performance. The work reflects relevant decisions of courts, national, European and international legal regulations and other texts. The thesis is divided into nine chapters including introduction and ending. The chapters are divided systematically in order to complexly introduce rights arising from defective performance to a reader, while problematic aspects of mentioned legal institute are continuously presented to a reader. In such cases those aspects are always analyzed, relevant propositions of a professional public are discussed, the author critically examines them and presents his own propositions and possible interpretation points of departure. After the introductory chapter the author defines criteria, which are deciding for a legal regime of B2B sale. At the beginning of the third chapter the author explains reasons, why he is using term obligations and rights arising from defective performance instead of a traditional term liability for defects. Then this chapter analyzes sole defective performance, a dispositive nature of obligations arising from defective performance, a...
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Single management and instructions in the group of companies
Mach, Ota ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The main purpose of this thesis is an introduction to the new Czech group law with special emphasis on the right to give instructions to the dependent entity. The whole thesis is based on the deliberation, if the legislator succeeded in finding an adequate balance between the looser French attitude and the German regulation, which is primarily based on the protection of minority shareholders and creditors. The first chapter of the thesis is focused on the term "single management" and describes its main features - group interest, single policy and coordination and conceptual management. Moreover, the importance and form of declaration of a group is examined. A declaration of a group is a formal requirement that enables using advantages such as specific way to settle damage within the group. Following chapters are dedicated to the terms "instruction" and "management of business". It is generally forbidden by law to give instructions regarding the management of business with the exception of group instructions. The thesis explains in detail what is meant by management of business using elaboration in judicial decisions of Czech courts. Other ways how to impose influence (other than giving a direct instruction) are described as well. Particular attention is paid to the personnel changes in the bodies...
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Purchase of commercial establishment - a comparison of Czech and German law
Dočekalová, Libuše ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
This thesis compares assets deals under Czech and German law. It provides an analysis of the concept of a business undertaking from the point of view of Czech and German law, draws attention to the various transfer mechanisms of a business undertaking, and assesses and compares the position and risks of the purchaser and third parties when buying a business. The first part of the thesis defines the concept of a business undertaking under Czech law and explains its nature under German law, taking into account that German law has no legal definition of a business undertaking. The chapter concludes with an explanation of the similar aspects of the understanding of a business undertaking in both countries, while also highlighting the differences under Czech and German law. In the second part of the thesis, business undertakings as an object of purchase are examined by means of a comparative method. An analysis of the two different ways of structuring the transfer of a business undertaking is provided: transfer of the whole business undertaking vs its transfer as an aggregate of individual items through a singular succession. The third part of the thesis is dedicated to the position of the purchaser, focussing mainly on the risk of assumption of debts pertaining to the business undertaking and the...
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Consumer credit.
Chudoba, Jan ; Liška, Petr (advisor) ; Eichlerová, Kateřina (referee)
This diploma thesis analyzes legislation governing consumer credit. In the recent past, a notable development has occurred in this particular area of consumer protection, especially in the field of European legislation. This development has also been reflected in the Czech legal system due to the necessity of transposing European directives. This diploma thesis describes the development of consumer credit legislation at European level starting with Directive 87/102/EHS and also by the Consumer Credit Directive and the Mortgage Credit Directive, which is the last legislative act of the Union legislator in this area and in the domestic legal system starting with Act 321/2001, following with Act 145/2010 and finishing with the current legislation by the Consumer Credit Act. The Consumer Credit Act contains a comprehensive regulation of the activities of providing and mediating consumer credit, regulation of entities operating on the consumer credit market as well as rights and obligations in the provision and mediation of consumer credit. The first chapter defines terms needed to understand consumer credit issues such as consumer, credit and consumer credit terms. The first chapter also contains a basic description of the issue of consumer protection, which, as a legal area, covers all areas of legal...
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