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The concept and content of due managerial care
Král, Richard ; Patěk, Daniel (advisor) ; Eichlerová, Kateřina (referee)
The subject matter of this Master's thesis is to describe and to analyze the legislation of the fiduciary duties as well as the related questions such as the business judgment rule and the request on the management decisions. The fiduciary duties represent the standard of acting which must be respected by the member of the elected body during the exercise of the managerial power. The business judgment rule, however, protects the members of the elected bodies from unjustified accusations of the violation of the standard of the acting while in the final consequence represents the protection of the authority to undertake the decisions. The request on the management decision represents an exception from the common rule, solely entrusting the management of the business into the hands of the statutory body. The main aim of this thesis is to describe and to analyze the listed legislations including the crucial questions arising from these issues together with the suggestion of the solutions. The diploma thesis consists of four chapters. First chapter presents the introductory treatise on the implementation of the legal establishment of the corporate governance together with the emphasis on the economical output. The second chapter is dedicated to the very merit. The legislation of the fiduciary duties,...
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Increase of the Registered Capital of Limited Liability Company with Respect to the Debt for Equity Swaps
Slávik, Slavomír ; Štenglová, Ivanka (advisor) ; Eichlerová, Kateřina (referee)
This thesis deals with the increase of registered capital of a limited liability company with respect to the debt for equity swaps. The lower limit of registered capital has been decreased to one Czech crown owing to the enactment of the new Business Company and Cooperative Act. However, the company in question still remains obliged to create this capital, which also constitutes a part of its own financial sources. Consequently, the amount of registered capital has impact on the company's funding and this effect can be observed in the case of debt for equity swaps. The thesis is divided into five chapters including the introduction and the conclusion. After the introduction, the second chapter briefly describes the registered capital of a limited liability company. The key parts of this work are the following three chapters. They can be separated into two parts. The first one consists of the chapter three. Its purpose is to analyse the regulation of increase of registered capital in general and to stress the most problematic issues. The two possible methods of increase are critically discussed, however the emphasis is intentionally put on the new shares paid by a cash consideration since it is the only possible way how the debt for equity swaps can be realized. The second part is composed of the...
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Standardised Technologies from the EU Competition Law Perspective
Mňuk, Jiří ; Horáček, Vít (advisor) ; Eichlerová, Kateřina (referee)
Technologies that implement particular standards securing compatibility and interoperability govern our everyday lives. Given that on the one hand technical standards should be accessible to the largest possible extent and on the other hand intellectual property right (IPR) holders may restrict such access, a number of legal issues arise. This thesis primarily focuses on technical standards governed by standard-setting organizations and consequences of the inclusion of intellectual property rights (IPRs) in such standards for their proprietors from the EU competition law perspective. In this regard, the method adopted in this thesis firstly explores the underlying theoretical notions, then focuses on the current EU competition law position de lege lata and discusses possible adjustments thereof de lege ferenda. In the first chapter, technical standards are discussed along with their economic effects, particularly, compatibility, interoperability and network effects. Second chapter lays down the basic matters of interplay between technical standards, IPRs and EU competition law, namely standard-essential patents (SEPs) and fair, reasonable and non-discriminatory (FRAND) licensing terms. Current EU competition law issues are consequently outlined (patent ambush, hold-up) with emphasis on Commission's...
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Concluding a contract resulting from public tender
Průchová, Zuzana ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
The purpose of writing this thesis is to analyse the most important aspects of concluding a contract resulting from public tender. The thesis is composed of three main chapters. The first chapter deals with the definitions of basic terminology in the field of public tender, the purpose of the public procurement procedure and legislation related to the concluding a contract resulting from public tender. The second chapter concerns with the most important and the most interesting aspects of the final phase of public procurement procedure. I point out that the bidder is bound by its offer and that he has the obligation to cooperate when entering into the contract within specified period of time. In this part of the thesis I also describe the procedure of concluding small-scale public contracts and the procedure of concluding a contract resulting from public tender based on framework agreement. I also examine the publication of contracts in relation to the proposal of Register of Contracts Act. The third and final chapter is focused on the possibility of changing the contract resulting from public tender. In this context, I mention the case law of the Court of Justice of the European Union, especially key decision Pressetext. On the basis of this decision new provision related to the prohibition of...
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Business management
Králik, Dominik ; Eichlerová, Kateřina (advisor) ; Liška, Petr (referee)
The objective of this thesis is a business management of a Czech capital company. The purpose is to give a definition or prevailing characteristic of business management and to point out the problems of interpretation, analyse them and outline possible solutions. The thesis is divided into six chapters, each of them is divided into subchapters and where necessary also into parts. Each chapter ends with a short summary. The first chapter focuses on giving a definition of term business management. Many characteristics of this terms are given from judicial decisions of Supreme Court of Czech Republic. It is needed to distinguish business management from strategic decisions, decisions with low importance and acting on behalf of a company, although this may in some cases follow the decisions about business management. Second chapter discuss about historical terms using instead of business management. The third chapter deals with organizational structure of limited liability company and joint-stock company. In joint-stock company executive board solve questions about business management. In limited liability company have a duty to make decisions about business management directors. The monistic structure of joint-stock company is described and analysed in last chapter. The fourth chapter covers...
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Share in a limited liability company as an object of legal relations, equity instrument
Jiroušková, Bohuslava ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
The private limited liability company, as the most frequently used type of business corporation in the Czech Republic, has recently undergone significant changes concerning its legal regulations due to the recodification of private law. This thesis focuses on the share in the limited liability company and the equity instrument (the share certificate), by which the share can be represented, along with the transfer of the share. The treatises aims to identify interpretational disputes arising from the recently enacted civil and corporation codes and, while using resources available at the moment, attempts to adumbrate possible outcomes and solutions. The work itself is divided into five chapters. First chapter provides general description of the notion of the share in the limited liability company and defines its nature. Further, possible variations of issue of shares in the limited liability company such as issue of different classes of shares and the option of ownership of multiple shares in one company are examined. In the second chapter, the concept of the share as a thing in itself (personal property) and the selected implications of this concept are discussed. The focus is aimed on topics, which appear to be highly questionable. Third chapter introduces the institute of the equity instrument...
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Protection of domain names
Klíma, Karel ; Horáček, Vít (advisor) ; Eichlerová, Kateřina (referee)
Protection of domain names The aim of this work is to place domain names in the legal system, to try their legal classification, explore ways they can be compromised, and to analyze the possibilities of their protection. Particular attention is paid to the international management of domain names and legal grounds of the issue. Given that the topic of protection of domain names is relatively little explored, particular primary sources of relevant information will be subject to review, ie international standards and laws, as well as technical articles and case law. Resources will be handled mainly by descriptive and analytical research method, sometimes complemented by a historical method. The first part defines the basic concepts largely of a technical nature relating to the internet and domain names whose knowledge is essential to understand the issue and its legal assessment. The second part defines the term and the concept of domains and domain names and their permissible forms, and also presents a typology of Top Level Domains. The third part deals with international and national management of domains and domain names. It presents the most important authorities in the field of domain names, key institutions and organizations, the circumstances of their foundation, and international and national...
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Enterprise on the verge of bankruptcy (some aspects)
Vodičková, Tereza ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
The purpose of this thesis is to analyse the administration of the corporation in difficulties. The reason for my research to show how different organs of the corporation are involved in the problem of pre-insolvency situation. This thesis is composed of four chapters each of them dealing with different aspects of the corpotaion threaten of the insolvency. Chapter One is introductory and analyses the legal qualification of the "pre-insolvency" situation. The chapter is subdivided into four parts. In the part one it is explained that the French law exists a special part of commercial law focused on the "entreprises in difficulties". Part two and three explains how the economical difficulties can be measured in relation to the registered capital or the equity and what are the consequences for the administration of the corporation. The part four of the Chapter one deals with "pre-insolvency" situation of the corporation according to "balance-sheet test" and the "insolvency test". The Chapter two examines the problem of acces to the information in relation to the "pre-insolvency" situation inside the corporation. Part four of the Chapter two focuses on the role of different organs inside the corporation able to initate or to make provisions in order to avoid the insolvency. The Chapter three is sibdivided in...
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Share in a limited liability company as a subject of legal relations; equity certificate
Joklíková, Kateřina ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
Share in a limited liability company as a subject of legal relations; equity certificate The master thesis analyses the issue of the transfer of a share in a limited liability company including the possibility to incorporate a share into an equity certificate. The main purpose of this study is to introduce in detail the different phases of the tranfer of a share, an equity certificate and draw attention to several interpretative problems related to the new law of business corporations. Besides the applicable law, which is purposefully subjected to the comparison with legal regulation before the recodification of private law, the work examines the legal literature, including periodicals, and still aplicable case law of the Czech courts. The thesis is divided into five chapters. The first chapter looks briefly at a share in a limited liability company and its definition as a subject of legal relations. The second chapter deals with the modes of the transfer of a share and the preconditions of its realization in the form of obtaining the relevant permissions. This section also outlines possible consequences of not giving the necessary consents with the transfer. The core of the third chapter represents the share transfer agreement, its formal and subject matter requirements. There are also mentioned...
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Conflict of interest in management of business corporations
Procházka, Jakub ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
The thesis is focused on the conflict of interest issue with relation to the management of business corporations, adjusted especially in the Business Corporations Act. The conflict of interest has been codified in a more detailed way after the recodification of the private law and this new codification brought up questions concerning practical application. The aim of the thesis is an analysis of the effective conflict of interest rules, providing proposals on how to solve some uncertainties which may appear and showing opinions of experts. The aim is also to show concrete examples of non-legislative adjustment in the conflict of interest area, especially through the corporate governance codices. The first chapter contains general information on conflict of interest, because the private law is not the only branch of law, where it can be found. In Czech public law, for example, is effective Conflict of Interest Act. Unfortunately, due to limited extent of the thesis it is not possible to analyse even the whole conflict of interest topic in private law, therefore the scope of the thesis is restrained on the general issues contained in the Sec. 54 and following of Business Corporations Act. The second chapter provides a short preview of the basic principles, which must be obeyed by the members of the...
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