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Monistic organizational structure of a Czech joint-stock company after recodification of private law
Chlup, Marek ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Monistic organisational structure of a Czech joint-stock company after recodification of private law. This thesis deals with the monistic organisational structure in Czech legal system. The possibility of choosing the one-tier system was given to the Czech joint-stock companies thanks to recodification of private law, under which, effective as at 1. 1. 2014, was adopted The Business Corporation Act. However, implementation of this obligatory option was not without difficulties. The legislator had chosen inconvenient solution when, unlike in the foreign jurisdiction, there are obligatory constituted two organs. Such a conception, based on links on the dualistic system, creates many interpretation difficulties. In the beginning of this thesis, I introduce internal organisational structures in the view of broader framework of corporate governance. Further, I characterize various organisational structures, classify them and point out their differences. The main focus is on the third chapter. First, I describe the development of the Czech legislation until present state. Flowingly, I characterize the Czech one-tier system, and then I analyse the organs that are in monistic organisational structure constituted. Special attention was requested by the board of directors and statutory directors. The largest...
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Duty to act with due managerial care in the course of management of a joint stock company in the Czech Republic with regard to the regulation in Great Britain
Bezpalec, Zdeněk ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
in English Duty to act with due managerial care in the course of management of a joint stock company in the Czech Republic with regard to the regulation in Great Britain. This thesis deals with duties of members of board of directors, especially with the duty of care, skill and diligence. The aim of the thesis is to analyze in detail the duty of care, skill and diligence owed by the members of board of directors to the company. Another aim of the thesis is to compare a legal framework of duty of care, skill and diligence according to the commercial code (‚obchodní zákoník') with the legal framework of duty of care, skill and diligence according to the (new) civil code (‚občanský zákoník') and to predict whether the existing cases could still be applicable in the future. The last and perhaps the most significant aim of the thesis is to compare the Czech legal framework of the duty of care, skill and diligence with the English legal framework of the above mentioned duty. The english corporate law has been developing for centuries, thanks to which the comparative part of the thesis is not only a theoretical treatise, but also a stimulative inspiration for the Czech legal system de lege ferenda.
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Duty of due managerial care - a comparative point of view
Kasl, František ; Josková, Lucie (advisor) ; Černá, Stanislava (referee)
The main goal by writing of this thesis was to provide a contribution to the discussion regarding the interpretation of selected legal terms contained in the Czech concept of the due managerial care, with the help of comparison with the development of this legal element in the law of neighbouring Austrian republic, which is (to my knowledge) still not significantly professionally accounted for in our academic environment. The Austrian concept of the duty of due managerial care is in Czech academic literature not often considered, therefore I offer in order to allow for mentioned comparison in this thesis an overview analysis of the present legal regulation of the duty of due managerial care in Austrian law, whereas emphasised are the aspects, which are further used in the breakdown of constituent issues, alternatively aspects, which distinguish Austrian law from Czech law. I am trying to provide deeper insight into selected number of topics and to formulate my own conclusions regarding partial issues with the help of comparative findings from the Austrian law in the relation to the most common form of business corporation, the limited liability company. The thesis is divided into two parts, whereas in the first part I deal with the element of due managerial care from the analytical viewpoint of the...
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Czech and French Law of Corporate Groups
Ditrych, Tomáš ; Černá, Stanislava (advisor) ; Josková, Lucie (referee) ; Dvořák, Tomáš (referee)
Dissertation thesis called "Czech and French Law of Corporate Groups" analyzes French law of corporate groups and judicial decisions of the French courts, the so called Rozenblum concept - a set of conditions fulfillment of which might lead to exoneration of the company's directors acting in detriment of the company if such act is beneficiary to the group as a whole. The dissertation then analyzes relevant provisions of the new Czech business companies and cooperatives bill, partly inspired by the French law and by the Rozenblum concept. Under the conditions given by the Czech bill, dominant company shall not be obliged to compensate damages caused to the dominated company if such damages were caused to the benefit of the group as a whole and were or will be counterbalanced within the group. Moreover, the dissertation thesis at hand analyzes other provisions of the new Czech bill, assesses them and compares them with the provisions of the French law.
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Side agreements between members of limited companies
Gerych, Jan ; Štenglová, Ivanka (advisor) ; Černá, Stanislava (referee)
The thesis analyses shareholders' agreements in limited liability and joint stock companies. In a broader sense, both the agreements concluded by shareholders outside the articles of association or bylaws and the provisions of the constitutional documents which are not attached to shares but only bind the individual shareholders can be classified as shareholders' agreements. The thesis consists of a general and a special part. The objective of the general part is to describe the legal nature, effects, usual content and practical use of shareholders' agreements. Particularly, I intend to detail the main legal issues surrounding shareholders' agreements included in the constitutional documents and to suggest the methods of coping with these problems in the legal practice. Further, I will describe the corporate advantages of the shareholders' agreements as separate legal documents as well as their limits. The objective of the specific part of this thesis is to characterize the selected types of shareholders' agreements in terms of their practical use and legal regulation. I put special emphasis on different kinds of shareholders' voting agreements.
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Acquisition of shares by employees of a joint stock company
Pecina, Martin ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Acquisition of shares by employees of a joint stock company This master thesis analyses the regulation of acquisition of shares by employees of a joint stock company. The purpose of this study is to introduce in detail the grounds for individual methods by which joint stock companies can in accordance with Business Corporations Act allow their employees to acquire their shares under preferential terms and to point out provisions, where Czech legislation may not be in accordance with requirements of European legislation, in case such provisions would be identified. The legal regulation is interpreted via descriptive and analytical methods. Except for the introductory part and the conclusion, the thesis is systematically divided into three chapters. The first chapter deals with acquisition of own shares, as it bases a condition for one the methods by which employees of the joint stock companies may acquire shares of these companies under preferential conditions. Acquisition of own shares can have significant impact on some of the basic principles of European joint stock companies' regulation. This is one the main reasons inflicting detailed and extensive regulation of Acquisition of own shares on European level. This is reflected by larger scope of this chapter. Second chapter represents a...
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Legal regime of a group company after recodification of private law in the CR
Hanzlíková, Karolína ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Legal regime of a group company after recodification of private law in the CR The issue of company group legislation is a topic increasingly discussed in the modern times. There are some questions that a legislator must ask: whether to allow the formation of corporate groups in the first place; if so, to what extent should disadvantageous instructs towards the subsidiary be permitted; how to handle the compensation for the damage caused by such instructs; in what manner to protect minority company members and creditors of the subsidiary. The recodification of private law in the Czech Republic has brought a new legislation of company groups in an attempt to introduce group enabling law in reaction to recent trends discussed on European level. The first part of this thesis concentrates on bases on which the legislation in the Czech Business Corporation Act is built, including a brief comparison of German and French concept of corporate company law, the doctrine of piercing the corporate veil and recent discussions on European level. The second part deals with the new term of influence and the first degree of company groups. It focuses mainly on the legal presumptions of control, the definition of concerted action and the topic of the majority partner. In the third part there is a detailed analysis of...
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Application issues of contractual penalty
Proněk, Martin ; Patěk, Daniel (advisor) ; Černá, Stanislava (referee)
The thesis deals with a contractual penalty as an institution of private law. Thanks to the simple application of contractual penalty, it has become a traditional way of ensuring of debts which is frequently used as an instrument for strengthening the cre- ditor's position. Considering the growing non-formality of legal relations in current society, it is possible to expect the increase of contractual penalty's importance in future. The aim of this thesis is to explore the institution of contractual penalty with focusing on actual application issues which arise from its practical use. The thesis relates to the current legislation on contractual penalty of the Czech Civil Code, Act No. 89/2012 Coll. With regard to the nature of the topic, the thesis concentrates on the case law and the comparison with the previous legislation. In this way the legal development is reflected as well. The work consists of five chapters. The first chapter deals with the legal institution of contractual penalty in a general way, outlining the concept and functions of contractual penalty. This chapter also examines the current legislation on contractual penalty and the comparison with the previous legislation and the European legislation. In the second chapter, the thesis refers to the contractual penalty's negoti- ation...
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Legal regime of a group company after recodification of private law in the CR
Srb, Jaroslav ; Černá, Stanislava (advisor) ; Štenglová, Ivanka (referee)
Legal regime of a group company after recodification of private law in the CR This master thesis is devoted to the group of companies law in a broader sense of the business groups, including the terms influential entity and influence, after the recodification of private law in the Czech Republic. The thesis is composed of seven chapters. Chapter one briefly characterizes the term group of companies law, its two main models of regulation - the German and French approach, including the Rozenblum concept and a comparison of these two models. Subsequently, it presents the European regulation of the group of companies, along with its development and impact on the legal systems of the member states of the European Union. Lastly, a legal basis of the new legislation in the Business Corporations Act is considered. Chapter two describes certain legal terms of the Business Corporations Act, in terms of acting in concert and majority member. Chapter three defines the term and the characters of the group of companies in the sense of the business groups, and it also points to the reasons why the grouping occurs. Chapter four explores the essential elements of influential entity and influence as an institute that is applied within the particular types of the group of companies. In connection with the term...
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Duties of so-called quoted joint stock companies
Kráľ, Štefan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Duties of so-called quoted joint-stock companies This diploma thesis draws attention to information duties of the so-called listed joint- stock companies. The goal of this thesis is to introduce the legal regulation of selected information duties of the so-called listed joint-stock companies and to analyse the development of the selected duties with regard to harmonization of capital markets regulation. The goal of this thesis is also to analyse whether the selected information duties help the capital market to function more efficiently. The thesis is divided into seven chapters, introduction and conclusion. The introduction defines which goals are to be achieved by this thesis and which methods are used by the author. The first chapter defines what a so-called quoted joint-stock company means under the Czech law. The second chapter introduces the importance of capital markets for the whole economy and briefly explains the specific evolution of the capital market in the Czech Republic since the 1990s until now, which was influenced by privatization and transformation. The third chapter follows the second chapter and introduces the evolution of legal environment of capital market protection. The third chapter also includes several important terms such as regulated market or quotation. The fourth...
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