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A governing body acting beyond its powers
Koráb, Jan ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
Name: A governing body acting beyond its powers Recodification of civil law has changed the way in which business corporations have been acting. Governing body members are currently representing trade corporations as its representatives. This shift, which is that governing body members became the representatives of business corporations opened the possibility of discussion about the nature of authorization of governing body to act on behalf of the trade corporation and about the possibility of acting beyond its powers. My thesis was called "A governing body acting beyond its powers". I used as a base for this work the wide authorization that governing body possesses in acting on behalf of the trade corporation and its possible limitations by law. Work has been divided into following main chapters. In the chapter dedicated to the basic terms I wrote about the definiton of governing body, the legal capacity of a legal person and character of governing body acting on behalf of the trade corporation, which is according to me sui generis. Another chapter was devoted to the possibility of acting beyond its powers. Inner division of this chapter is based whether the consequences of acting beyond its powers applies only inside or outside as well. The chapter about the proper form of acts on behalf of trade...
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Shares as securities
Škodová, Magdalena ; Patěk, Daniel (advisor) ; Eichlerová, Kateřina (referee)
This Master's degree thesis focuses on shares from in the context of provision of stock law in the context of provision on securities or book-entry securities under civil law. In the first part the quality of connection of the right and the list is analyzed including situations when the shareholder's right can exist independently of the security list. Also the definition of securities is reviewed which apply to shares only with certain reservation described here. The functions and the most important features of shares, such as the substitutability and tradability of shares on a regulated market, are also discussed. The thesis further reflects the fact that the share can also be issued as a book-entry security, the regulation of which has been separated from the category of securities and therefore forms a separate category. The last alternative is the share in the form of an immobilized security whose character is based on the adjustment of the securities as the share's list is preserved, as well as the book-entry securities through registration in the register. The second part analyzes registered shares and bearer shares. These forms of shares are distinguished by their requisites, but also by the extent of the limitations that are set out in these forms. Above all, it is a ban on bearer shares in...
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Released share
Pašek, Dominik ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The subject of this master thesis is a released share. The paper is divided into 2 main parts which correspond with 2 main goals of this thesis - a detailed analysis of general provisions on a released share and analysis of the collision of provisions governing the released share and a share pledge. In the general part of the thesis, the released share is described thoroughly, as well as the process of how the companies have to deal with it. The structure of the general part follows the structure of the Business Corporations Act. Firstly, the released share is described, followed by the sale of released share with all its problems, settlement share and the process the company follows after the settlement share is paid out, i.e. the transfer of the released share to the remaining members or reduction of registered capital. In the general part of the thesis I also compare the effective legislation and the amendment of Business Corporations Act which is being prepared at the time of writing this paper and which could bring solutions to many problems arising out of the effective legislation. In the special part, which I assume to be the key part of this paper, I analyse the collision of regulations of released share and share pledge. To begin with, I describe the rights of the pledgee to the released pledged...
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The concept of due managerial care in Czech legal order
Dvořák, Michal ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
1 Abstract This thesis deals with the issue of due managerial care in the Czech legal order. While using descriptive, analytical and comparative methods, it offers a complex discussion of this duty of members of statutory bodies of juridical persons which functions as cogent regulation of a certain level of loyalty and due care applied while acting on behalf of a juridical person. This work describes and analyses the mentioned issue. Sources of this thesis originate both from Czech and foreign legal backgrounds, some of the foreign ones include the Munich Commentary on the Act on Stock Companies or case law made under the law of the US state Delaware. In the beginning of this thesis, the nature of the relationship between members of statutory bodies and juridical person, which is determining for compensation of damage caused by the breach of duty to act with due managerial care, is inquired. Further, both components of the duty to act with due managerial care are individually explored, both the duty of care and duty of loyalty, along with commentary on the positives and negatives of their implementation in the Czech legal order. The thesis also deals with difficulties related to inverted onus of proof in proving compliance with the duty of managerial care or with the specific compensation for damage caused...
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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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State-owned enterprise and its property
Huštan, Tomáš ; Horáček, Vít (advisor) ; Eichlerová, Kateřina (referee)
The state-owned enterprise is a type of a legal entity which is used in the Czech Republic as an alternative to founding of state-owned joint-stock companies. While the state-owned enterprise serves as a one of the possible ways of managing the state property, it is used to fulfil not only economical tasks, but also other kinds of state interest, such as social or security ones. The legal regulation of the state-owned enterprise recently undergone significant changes in reaction to the recodification of the civil law and the law of commercial corporations. The goal of this thesis called "State-owned enterprise and its property" is to analyse the legal regulation concerning the state-owned enterprise and the management of the state property performed by this legal entity in the context of other influential acts, to pinpoint the shortcomings and problems of the current legal regulation, to evaluate the nature of the state-owned enterprise as a legal entity, to determine the nature of the legal phenomenon of the right to manage the property of state and to evaluate the usefulness of the state-owned enterprise as a separate type of legal entity. This thesis is divided into seven chapters. The first two chapters deal with the development of the state-owned enterprise as a type of legal entity including...
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The process of contracting and change of public procurement contract
Kubeš, Jiří ; Eichlerová, Kateřina (advisor) ; Horáček, Tomáš (referee)
79 Abstract The method of entering into a contract in public tenders according to Act. No. 134/2016 Coll. is a civil contractual process with a high degree of formalization and legal regulation. This makes it different from the general contractual process in civil law. The first chapter of this thesis is devoted to the analysis of public tenders in terms of setting up the legal framework. It goes into a conclusion that contractual process in public tender is part of the civil law with the subsidiary use of civil law rules, especially the Civil Code. The second chapter deals with a contractual process in a public tender itself. The process is divided into two phases - a precontractual phase and contractual phase. The precontractual phase includes procedures of the public tender that determine the clarification of content of the contract and the range of contractors. The contractual phase contains mainly the actual entering into a contract with successful tenderer. The chapter describes the specificity of the contractual process in a public tender since the announcement of the tender up to the actual entering into a contract. These specificities are introduced in relation to the open procedure being used in upper-tier mode. At the end of the chapter, there is a comparison with other types of proceedings and...
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Natural monopolies in Electricity and Gas Sectors (the legal aspects)
Kadlecová, Eliška ; Handrlica, Jakub (advisor) ; Eichlerová, Kateřina (referee)
The purpose of this diploma thesis is to use relevant economic knowledge for the analysis of the key legal aspects of the natural monopoly, particularly the main theoretical aspects thereto. The interpretation is not limited to principle features, however, it covers also the related issues. The text is focused mainly on electricity and gas industries. Apart from applicable law and legal books, the relevant case law of the Constitutional Court and Supreme Administrative Court of Czech Republic has been also a significant source of knowledge hereto. The European Union legal regulations and expert opinions of the European Commission have been taken into account as well. The diploma thesis is divided into five chapters. The first chapter is focused on economic aspects of the applicable law. It provides thorough overview concerning the model and its introduction into reviewed fields. The principal information, historical background and view of the critics are introduced. This chapter also labels the entities under the Czech law that are considered to be the natural monopolies. Furthermore, three basic fields of legal institutes that are subject to subsequent review are outlined. The second chapter defines elementary terms relevant for further research. Specifically, it covers the distribution,...
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Termination of membership in limited liability company
Zanášková, Lucie ; Štenglová, Ivanka (advisor) ; Eichlerová, Kateřina (referee)
Termination of membership in limited liability company Abstract The thesis deals with meanings of termination of membership in limited liability company, namely by (i) transfer of business interest, (ii), stepping out of the company, (iii) agreement on termination of shareholder's participation in a company, (iv) exclusion of a shareholder, (v) cancellation of shareholder's participation by court, (vi) termination of shareholder's participation due to insolvency proceedings against the shareholder, and (vii) termination of shareholder's participation due to execution towards the shareholder's interest. The thesis further deals with termination of shareholder's participation due to death of the shareholder who is a natural person or winding-up of the shareholder which is a legal entity. After a short foreword follow chapters concerning general issues about the limited liability company as a type of a legal corporation, the rights and obligations of shareholders and the creation and termination of participation in a limited liability company. Chapters dealing with various meanings of termination of shareholder's participation in a limited liability company and a brief conclusion follow. The aim of this thesis is to analyze and clarify some interpretative and application difficulties arising in connection with...
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A governing body acting beyond its powers
Koráb, Jan ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
Name: A governing body acting beyond its powers Recodification of civil law has changed the way in which business corporations have been acting. Governing body members are currently representing trade corporation as its representatives. This shift, which is that governing body members became the representatives of business corporations opened the possibility of discussion about the nature of authorization of governing body to act on behalf of the trade corporation and about the possibility of acting beyond its powers. My thesis was called "A governing body acting beyond its powers". I used as a base for this work the wide authorization that governing body possesses in acting on behalf of the trade corporation and its possible limitations by law. Besides governing body acting beyond its powers I focused in this work on two other types of acts that although they are done within its competence, aren't done in accordance with the law and the partnership agreement. Work has been divided into three main chapters. In the chapter about governing body acting beyond its powers I examined the possibility of governing body to act beyond its powers in relation to limitation of authorization that governing body possesses in acting on behalf of the trade corporation and the applicable law. Another chapter was...
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