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Types of shares in the regulation of the Business Corporations Act
Havrlík, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Types of shares in the regulation of the Business Corporations Act The purpose of this diploma thesis is to analyze, describe and elaborate changes that into the Czech legal order brought the Act No. 89/2012 Coll., the Civil Code and the Act No. 90/2012 Coll., on Companies and Cooperative association. The diploma thesis is divided into five chapters that process from the general to the specific issues and focus on foreign legal orders which deal with particular aspects of shares and types of shares. The first chapter of this thesis is focused on the general concept of security, its definitional delimitation and historical development of security as other property value and thing. Furthermore, this chapter deals with the concept of participating security and its importance in the new legislation. Finally, this thesis generally focuses on the possibilities of incorporation of rights and obligations into shares. The second chapter is a crucial part of this diploma thesis and deals with types of shares as such. Firstly, this chapter focuses on the interpretation of the term type of share and its definitional features. Subsequently, there is a part devoted to basic institutes of ordinary shares and preferred shares. The third chapter is devoted to shares with special rights, namely the legally enshrined...
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Didactic principles of John Amos Comenius and their application in today's teaching of German language
Černá, Stanislava ; Švermová, Dagmar (advisor) ; Nečasová, Pavla (referee)
MASTER THESIS TITLE: Didactic principles of John Amos Comenius and their application in today's teaching of German language AUTHOR: Stanislava Černá DEPARTMENT: Department of Germanics SUPERVISOR: PaedDr. Dagmar Švermová This master thesis is focused on the personality of meaningful Czech thinker J. A. Comenius and his didactical principles, many of which are nowadays still relevant. The most emphasized principles are activity, motivation and student's perception with the use of all senses. The last mentioned principle can be ensured by the activity-oriented teaching; student can be motivated and exacerbated by problem-oriented or project teaching. Theoretical part of the thesis is dedicated to the definition of principles, understanding of the activity principle before and today, its use in the foreign language teaching and the definition of aims and key competencies. Following practical part describes realization of two projects where was validated that inclusion of projects into German language teaching is suitable motivating and exacerbating means in case the aims and methods are selected appropriately. KEY WORDS: J. A. Comenius, didactical principles, teaching of German language, activity, activity-oriented teaching, project teaching
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Duty of loyalty of a member of a limited company
Gabonay, Andrea ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Duty of loyalty of a member of a limited company The thesis focuses on the issue of the duty of loyalty which has been imposed on the members of capital companies by the newly adopted private law legislation as enshrined in the new Civil Code, No. 89 / 2012 Coll., and in the Business Corporations Act, No. 90 / 2012 Coll., as amended and supplemented up to now. The paper compares the newly adopted legal framework which is already in force with the previous legal regulation and describes the most significant changes and differences as brought by the new legislation. Attention was also given to the relevant case law and to the issue of its possible application when connected with the new legal framework. It can be stated that the conclusions derived from the existing case law which has been based on the previous legal framework are applicable also to the newly recodified system. A summary of the overall impacts of the new legal rules shows that the imposition of the duty of loyalty on the members of capital companies in civil law strengthens the principle of legal certainty and eases the determination of those member duties which are not literally imposed by the law or by a memorandum. Albeit the duty of loyalty is a rule of conduct created by the written law, it is general enough to evaluate on its basis...
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State enterprise
Nagy, Miloš ; Horáček, Vít (advisor) ; Černá, Stanislava (referee)
Currently there are 280 state enterprises registered in the commercial register of the Czech Republic. Although most of them are in liquidation and only few dozen is active, generally their importance lies in the purpose which their activities pursue in today's economic and political system. They operate in specific fields, which tend to be of strategic importance, their activities shall often meet a public interest. In sectors, in which state enterprises operate, they usually occupy very strong positions also due to the scale and type of assets, which they have. The distinctive features of a state enterprise gave rise to many legal questions about its nature. In the recent past, some disputes were resolved by practice whereas other issues are conceptual and can only be changed by changing the legislation. Although the systematic attention of professional public has currently not been dedicated to a state enterprise, increased interest has been noticeable in recent years in respect of particular questions relating to it, such as the issue of public procurement, information providing, or transfer of state enterprise profits to the state budget. The thesis focuses on the specifics of a state enterprise. It tries to describe its characteristics and apply them when solving practical issues which state...
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Business management of a limited liability and join-stock company after recodification of Czech private law
Tomášek, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The objective of this thesis is to explain the business management of a capital company after of the recodification of Czech private law. Due to the re-codification it is necessary to highlight the most important changes related to the new legislation, point out the problems of interpretation and outline possible solutions. Attention is also paid to the applicability of existing judicial decisions. This thesis consists of six chapters. The first chapter deals with the general organizational structure of companies. Its content is so a brief explanation of the various organs and their competences. Omitted is not even a brief explanation of the division of competences between the various organs of the company. In the second chapter of the thesis the term of business management is being discussed. Also interpreted are the specific decisions included in this term and those that are not. Business management is also distinguished from acting on behalf of a company, which may in some cases follow the decisions. Very brief attention is payed to German legislation too. The third chapter details the way business management decisions are taken. Distinguished is a decision making in a limited liability company and joint-stock company, both monistic and dualistic structures. The fourth chapter deals with the...
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Secondary liability and disqualification of a member of the board of a limited company as consequences of his breach of the duty to avert imminent damage
Novák, Vojtěch ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The aim of this thesis is to analyse the directors disqualification provisions (SS.63-67 BCA) and wrongful trading provisions (S.68 BCA) and to provide their comparison in the light of British model regulation. First chapter is introductory and provides a brief introduction into the topic. Second chapter deals with the law & economics aspects of the regulation. More specifically it introduces various stakeholders in company and their interests and incentives. Third chapter focuses on the relationship between the director and the company. Further attention is paid to the managerial contract, the duty to avoid insolvent liquidation, the duty of care and the business judgement rule. Fourth chapter deals with the director's liability towards the company. Fifth chapter relates to the directors disqualification. In this chapter grounds for disqualification are dealt with as well as temporal, personal and territorial reach of the directors disqualification. Further attention is paid to the consequences of disqualification and consequences of a breach of the disqualification order. Sixth chapter looks at Company Directors Disqualification Act and finds similarities and differences in both regulations. Seventh chapter looks at the wrongful trading provisions contained in the BCA. Adequate attention is...
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The protection of minority members in limited liability companies after recodification of private law
Volfová, Jana ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The protection of minority members in limited liability companies after recodification of private law ABSTRACT The purpose of this thesis is to give an enumeration of protective instruments available to a minority shareholder in a limited liability company after the recodification of Czech private law and to engage in further analysis of these instruments. The thesis is divided into an introduction, four chapters and a conclusion. The first chapter defines basic terminology used in the thesis, such as 'minority shareholder' and 'qualified shareholder'. The second chapter focuses on the position of a minority shareholder in a limited liability company and introduces the reasons to protect such a minority shareholder and the risks connected with an excessive protection of minority shareholders. Chapters 3 and 4 form the hearth of this thesis. The third chapter offers a detailed analysis of instruments available to every shareholder in a limited liability company, including a minority shareholder. These instruments include separate voting, motion to declare member's vote or general meeting's voting null and void, cumulative voting, right to information, derivative action, claim for reflective loss, claim for compensation for damage from influential person, right to suggest an appoitment of an expert to...
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Squeeze-out as regulated in the Business Corporations Act
Nedoma, Jakub ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The purpose of my thesis is to analyse new legal regulation of squeeze-out in the Business Corporations Act, the act that replaces former legal regulation of corporations contained in the repealed Commercial Code. The reason for my research is, apart from introducing the new legal concept of squeeze-out, to focus on new features of particular aspects of the squeeze-out process, explain reasons for their implementation into the Czech legislation and interpret problematic provisions of the new legal squeeze-out regulation in the light of existing Czech case-law and interpretations of Czech legal theorists. The thesis is composed of introduction, four chapters, each of them dealing with different aspects of the squeeze-out process and conclusion. Chapter One is introductory and deals with constitutional establishment of squeeze-out in the Czech legislation. Chapter Two examines legal premises for realization of squeeze-out. The chapter consists of two parts. Part One focuses on the person entitled to initiate squeeze-out and on legal conditions that the person must match. Part Two deals with requirements on application for initiation of the squeeze-out process. Chapter Three is subdivided into six parts and focuses on realisation of the squeeze- out process. Part One discusses attestation of financial...
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General Clause of Unfair Competition in Czech-Slovak Comparative View
Kapel, Ján ; Černá, Stanislava (advisor) ; Tomsa, Miloš (referee)
NÁZOV PRÁCE V ANGLICKOM JAZYKU General Clause of Unfair Competition in Czech-Slovak Comparative View ABSTRACT The main purpose of this thesis is to analyse and to deal with the Section 44 (1) Act No. 513/1991 Coll, Commercial Code, as amended. This provision stipulates the general clause of unfair competition, which consists of three conditions. These have to be fulfilled cumulatively to classify some conduct as unfair. Simultaneously, analyzing the conditions of general clause, we want to point out at the differences between legal regulation according to the czech Commercial Code and the Commercial Code of the Slovak Republic and compare them reciprocally. Thesis consists of six chapters. Chapter One deals with development of the unfair competition law in Europe, but particularly also on the territory of the Czech Republic and Slovak Republic. In this chapter we deal also with the Act against the unfair competition of the first Czechoslovak Republic. Second chapter offers the general information on the general clause, its function and its relation to the special subject matters of unfair competition. A component part of this chapter is an analysis of the relation of the prohibition of unfair competition to the special subject matters from the view of theory of law and the legislative technique. In the...
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Remuneration of members of governing bodies of joint-stock companies
Peterka, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract Remuneration of members of governing bodies of joint-stock companies Remuneration of members of governing bodies of joint-stock companies is very topical. The aim of this thesis is to analyse the topic and its fundamental aspects, to compare legislation before and after the re-codification of Czech private law and to compare Czech and British law relating to remuneration. The first chapter defines the basic terms, aims and methodology of this thesis and describes relevant economic concepts (e.g. principal-agent problem, fragmentation of ownership of joint stock companies). The second chapter focuses on the issue of concurrent engagement as a director and as an employee of the company. This issue had been object of legal uncertainty in the past. The third chapter focuses on entitlement to remuneration. After the re-codification, the director is not entitled to remuneration unless otherwise stipulated by the parties. The right to be remunerated can be based on a service contract, internal directive or a resolution of the company. In certain cases, the member can be entitled to remuneration at the prevalent market rate. This is being compared in the thesis to the British regulation where decision-making about remuneration may be entrusted to the board of directors itself. On the other hand, the...
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