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Protection of minority shareholders after recodification of Czech private law
Líkařová, Hana ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Protection of minority shareholders after recodification of Czech private law The purpose of this thesis is to concentrate upon chosen areas of protection of minority shareholders, analyse them and review the advantages and disadvantages of the recodification of Czech private law in these areas. Simultaneously the thesis evaluates the usability of the existing judicial decisions and outlines possible development of the legislation. In the parts of the thesis where the author believes it is useful, the thesis compares these areas with foreign legislation and doctrine. The thesis is systematically composed of 4 chapters. The introductory part of the thesis consists of two separate chapters that describe the notions of minority and qualified shareholder and explain the reasons of their protection. After the definition of areas of protection of minority shareholders, chapter three concentrates on the areas of the protection that the author considers significant in terms of position of the minority shareholder in the company after the recodification. At first the thesis focuses on the participation of the shareholders in the corporate governance, specifically on the rights of qualified shareholders. The next part of the thesis highlights the new legal institute incorporated in the Czech legal order...
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Protection of Economic Competition - Agreements Violating Competition
Kianková, Lucie ; Horáček, Vít (advisor) ; Josková, Lucie (referee)
Protection of Economic Competition - Agreements Violating Competition The aim of this thesis is to investigate and analyze legal relations arising from the anti-competitive agreements according to Czech law on the one hand and according to European law on the other hand. The thesis emphasizes analysis of the relevant judicature of respective courts and public authorities because this area of law is significantly amended by the case law. The first chapter defines and specifies general terminology regarding protection of economic competition. This part provides comprehensive interpretation of the relevant legal regulations regarding anti-competitive agreements, describes the mutual relation between the terms, and points out some issues of the current legislation. In the second chapter author focuses on the issues of anti-competitive agreements and gives their analysis in terms of form, participants and their distinction. Further, this chapter includes demonstrative specification of the particular state of facts of anti-competitive agreements. The last chapter provides a detailed analysis of selected questions from the perspective of the relevant judicature of respective courts and public authorities. Author chose two cases decided by Czech courts and two European cases. The cases have been chosen...
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Topical issues of corporate governance under Czech and EU law
Poliaková, Riana ; Čech, Petr (advisor) ; Josková, Lucie (referee)
C Summary This thesis deals with selected actual problems of corporate governance in domestic and Euro- pean regulation. There is no widely recognized definition of the term "corporate governance", therefore some are given by the author in the very beginning of the study. Due to the fact that corporate governance is a very complex area regard must be had to the relevant theories which are introduced in Chapter 2 and form the basis for further analysis. According to the OECD findings from June 2009 (Corporate Governance and the Finan- cial Crisis: Key Findings and Main Messages), weaknesses in remuneration, the exercise of shareholder rights, risk management and board practices are identified as the four areas most immediately linked to the financial crisis. Another problem, as reported of in OECD finding from February 2009 (The corporate Governance Lessons from the Financial Crisis), are inef- fective accounting standards and regulatory requirement for auditing. Therefore, these subjects are regarded as the actual problems of the corporate governance. As a result of relatively short compass of this work, only two of these issues have been covered by the author - remuneration related problems and the exercise of shareholders rights - and form the bulk of this thesis. Remuneration related problems are explained in...
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Legislation regarding the incorporation in the Czech republic and Great Britain in comparison
Kopecký, Martin ; Josková, Lucie (advisor) ; Štenglová, Ivanka (referee)
Legislation regarding the incorporation in the Czech Republic and Great Britain in comparison. The thesis aims to evaluate the legislation of the Czech Republic and Great Britain regarding the process of incorporation and issues related to newly established companies. The thesis also proposes changes to Czech legislation and seeks to determine which of the systems is more favorable for the founders. The thesis comprises seven chapters, each of them dealing with different aspects of the process of incorporation in both countries. The introductory first part defines the principal aim of the thesis, points out problematic areas and explores difficulties arising with regards to language and translation. Chapter one is subdivided into three parts and deals with legal framework of both countries as well as the matter of legal personality. Chapter two, which is subdivided into two parts, is devoted to the definition of what constitutes a company. First, companies recognized under British law are introduced; second, the four types of Czech companies are described. Chapter three is subdivided into two parts and deals with methods of incorporation. These methods are shortly introduced and, in the second part, the normative method of incorporation in the Czech Republic is described. Fourth chapter is composed...
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Domestic mergers of business corporations : Agency problems and methods of their elimination
Chovanec, Ondřej ; Josková, Lucie (referee)
Strana 123 | 128 ABSTRACT DOMESTIC MERGERS OF BUSINESS CORPORATIONS: Agency problems and methods of their elimination The present rigorosum thesis looks into the so-called agency problems and the ways to eliminate them within the specific field of domestic mergers of business corporations. In the first part, we explain from the general economic and corporate- law perspective what the main defining features of business corporations are, what we understand under the term of agency problems and why they regularly come up in corporate governance. In addition, we introduce the basic regulatory and extra- regulatory ways of solving such agency problems. The second part outlines the mergers of business corporations and their principal mechanisms. Thereafter the following two parts of this thesis demonstrate on specific examples, what regulatory methods and strategies for elimination of agency problems were deployed by the Czech legislator in the Act no. 125/2008 Coll., on Transformations of Business Companies and Cooperatives, as amended (the "Transformations Act"). The Transformations Act clearly pays attention to means on protection of minority and dissenting shareholders and to a lesser extent also to creditors. This fact is reflected in the structure of this rigorosum thesis, whose third part is devoted to the...
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Diversity in composition of supervisory boards
Vrbíková, Barbora ; Josková, Lucie (advisor) ; Čech, Petr (referee)
in English Diversity in Composition of Supervisory Boards This paper focuses on analysing the current situation of composition of board of directors in Europe as well as in the United States with the emphasis on supervisory boards in the dualistic model and the non-executive members of boards in the monistic model. It is aimed on one hand at evaluating the business case for diversity as its proponents including the European Commission and several European governments present it, on the other at judging diversity from the critical point of view of its opponents. Lastly, this paper presents different approaches that may be taken to this topic, i.e. the measures that can be engaged in order to achieve higher diversity. In the beginning I shortly summarise the nature and function of the supervisory board under Czech law as well as the general status of supervisory board or the non-executive part of board of directors in both corporate governance systems. I then scrutinise the approaches to diversity in Europe and the USA and look at the different criteria of diversity considered. The centre of this work comprises of evaluating both the advantages and benefits of diversity on one hand and disadvantages and costs on the other. It is particularly this part of the analysis that is crucial to both...
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Protection of creditors in the process of liquidation of a company
Moc, Jakub ; Josková, Lucie (advisor) ; Čech, Petr (referee)
in English The thesis deals with the protection of creditors during the liquidation of a company, under the new legislation, effective since 1st January 2014. Although the previous legislation was considered accurate and to a large extent has been adopted in the current regulation, there are some differences to the benefit and detriment of creditor protection, which I highlight in each chapter. The aim of my thesis is to analyze the most important elements of protecting creditors in the liquidation process and after its completion, gradually from the general, to those that provide protection to the creditors of the specific claims, such protection evaluate and highlight possible problems that can endanger the satisfaction of creditor or make it completely impossible. Outside the introduction and conclusion, this thesis consists of three logically consecutive chapters, viewed from the perspective of the protection of creditors. The initial chapter has essentially definitional character needed to determine the scope of my work and therefore is as brief as possible. The first chapter deals with the term creditor, as a concept, defining the group of persons, on whose protection I am focused in my thesis and with the concept of liquidation process as a term for the cancellation of a company without...
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Protection of minority shareholders after the recodification of Czech private law
Kolesár, Rastislav ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Protection of minority shareholders after the recodification of Czech private law This thesis is concerned with the instruments designated for protection of minority shareholders, their reasons and aims. The thesis critically assesses Czech legislation concerning the protection of minority shareholders, with the focus on new instruments and interpretation ambiguities and having regard to the opinions of professional public. After assessing the opinions of professional public, the author presents his own view on interpretation ambiguities. The thesis is systematically divided into seven chapters. Chapter One includes general terminology definitions. Terms shareholder, Czech public limited company, minority shareholder and qualified shareholder are explained. The term of protection of minority shareholders is explained here as well. Chapter Two includes general summary of the legislation concerned with protection of minority shareholders. The chapter divided according to the individual legal areas containing the protection. It includes complex outline of minority shareholder rights, with regard to their reasons and aims. Chapter Three includes detailed view and justification of use of correspondence voting, the instrument of attendance of general meetings by technological means, and cumulative...
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Specificity of the position of an entrepreneur in concluding business contracts
Kocián, Jan ; Horáček, Tomáš (advisor) ; Josková, Lucie (referee)
This diploma thesis deals with specificity of the position of an entrepreneur in concluding business contracts. Entrepreneur is mainly viewed as a professional with presumed substantial advantage over non-business parties, especially over consumers. This fact corresponds to his lower level of legal protection, whilst he is obliged to obey higher level of duties and to withstand more limitation in his relationship towards non-business parties, including when he is contracting with them. However, there are some protecting rules in favour of the entrepreneur; these are considered in this work as well. Such rules reflect plain reality, in which the entrepreneur might be in fact the weaker party. Right after definition of fundamental terms, as business law, business contract and entrepreneur are, is further attention aimed to specific legal instruments, some of which are novelty to the Czech legal system. These are pre- contractual negotiation, pre-contractual liability and legal documents used in context with them, esp. in the B2B relationship. Next topic is concluding contracts of adhesion, and position of the entrepreneur as the weaker party. Following chapter is dedicated to deviations from general rules of contracting, namely to modified acceptance of an offer, business confirmation letter and legal...
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