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Czech regulation of limited companies from the point of view of the 'law and economics' school
Šimek, Stanislav ; Pelikán, Robert (advisor) ; Černá, Stanislava (referee)
Czech regulation of limited companies from the point of view of the 'law and economics' school Abstract Law and economics has a potential to provide us with an uncommon and to the Czech jurisdiction often neglected point of view on laws. The aim of this paper is to apply economic theories on directors' liability for breach of fiduciary duties and to consider its consequences on the economic efficiency of companies. The critical question is whether not having such liability could provoke an increase of wealth of all stakeholders. The paper also aims to come up with instruments capable of minimizing the lost caused to companies by mandatory rules regarding director's liability. At the end of the thesis, the Czech laws regarding the director's liability for breach of fiduciary duties are analyzed in the point of view of economic analysis. The analysis is followed by proposition of instruments that could make companies operating in Czech legal environment more effective. Directors' liability, which can result in an aversion to make risky decisions, can cause significant losses to companies (so called agency costs). For that reason, the possibility to determine the scope of director's liability given to shareholders can have, in some cases, positive effect on the company's efficiency. The paper concludes that...
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Legal regulation of content of B2C contracts (from the perspective of consumer protection)
Krahulíková, Kateřina ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
This diploma thesis deals with the content of the consumer contract and its regulation from the perspective of consumers. The aim of this thesis is to analyse this particular regulation, decide whether it is sufficient, where can be seen some deficiencies and whether the regulations fulfil its function, that is to protect the weaker party. The thesis is divided into five fundamental parts. The first one is concerned with the introductory issues, such as the consumer itself, consumer protection, why is the consumer actually protected, the principles on which is the protection based. The second part looks into the unfair terms in consumer contracts. The emphasis is placed on problematic provisions with respect to the Court of Justice case-law as well as the national case-law. An independent head is devoted to the possibility of the contractual penalty in terms of trade. The third section deals with contractual information requirements. It summarizes the European regulation. It also compares the preceding regulation with the new one in order to find the current tendencies. The contractual information requirements are viewed critically, based on specialized comments and analysis. The national regulation is divided into the general regulation and consumer regulation considering the difference between...
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Comparison of approaches to the issue of the concurrence of performance of the function of a member of the statutory body and the employment relationship in commercial corporations in the French and Czech legal order
Babulíková, Kateřina ; Josková, Lucie (advisor) ; Pelikán, Robert (referee)
Comparison of approaches to the issue of the concurrence of the performance of the function of a member of the statutory body and the employment relationship in commercial corporations in the French and Czech legal order The possibility of concurrence of the performance of the function of a member of the statutory body and the employment relationship within one company is traditionally non regulated by Czech legal order. The solution is based on case law which, due its rigorous approach and poorly developed argumentation, does not offer neither clear answer to the question, nor the sufficient level of legal certainty. The thesis aims to analyse the approaches to the issue of the concurrence and its solution in France and the Czech Republic respectively, compare this approaches and propose possible adjustments in the approach of Czech justice to the issue, regarding the decision of the Czech Constitutional court from 13th September 2016, no. I. ÚS. 190/15. The thesis is divided into four parts. First part defines the basic legal notions in context of the legal orders of both countries. In the second and third part are described both approaches to the issue of concurrence of the performance of the function of a member of the statutory body and the employment relationship in France and the Czech...
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Commercial Terms and Clauses in Business Transactions
Ševečková, Jelizavěta ; Horáček, Tomáš (advisor) ; Pelikán, Robert (referee)
1 Abstract Commercial Terms and Clauses in Business Transactions This diploma thesis is focused on the topic of commercial terms and clauses in business transactions. Legislation of commercial terms remains concise, but it contains some news in comparation with the previous legislation valid until January 1st 2014. A major novelty is the issue of conflicts of commercial terms (the battle of forms), the rules for unilateral change and also newly grounded content corrections in the form of surprising arrangements. This fact provides a space for professional literature to create a variety of views and answers to the questions that legal practice provides. Today, commercial terms are a common part of contracts. Using the terms greatly accelerates the contracting process and reduces the costs. Commercial clauses contained in some interpretative rules are also frequently used, mainly in the international business. The aim of this thesis is to analyse how business law experts respond the questions regarding to commercial terms and clauses. As a part of my work, I have also looked at the legislative solutions in the UN Convention on the International Sale of Goods CIGS, the Principles of international trade agreements UNIDROIT and the Principles of European contract law PECL. In the first chapter I defined the...
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Action for liability due to lack of assets in French law and its integration into Czech law
Vybíhal, Ondřej ; Pelikán, Robert (advisor) ; Čech, Petr (referee)
My thesis relates to the action for liability due to lack of assets in French law and further deals with this institute in the Czech Republic as it can be found in § 68 of Business Corporations Act. Along with the common legislation of liability, I present the institute of faute, which is unknown to Czech law and I describe the French national legislation of the action for liability due to lack of assets. The Czech legislation, which addressed the form of the institute when creating the Business Corporations Act yields an interesting comparison given French law has long incorporated the tradition of the institute. To finish, my thesis deals with the amendment of Business Corporations Act as proposed by the Ministry of Justice in the end of 2016 and which is only at the beginning of the legislative process. In France the institute represents a special type of liability that can be established to statutory bodies when there is lack of assets. In the Czech Republic it is a special type of guarantee that can be established for a member or a former member of the business corporation's statutory body. The differences between the French and Czech legislation are mainly based upon the manner in which the fulfillment of the obligation by the statutory body is made. In France the statutory body's fulfillment goes...
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A comparison of national trade mark with Community trade mark
Kovářová, Alice ; Horáček, Vít (advisor) ; Pelikán, Robert (referee)
RESUMÉ A comparison of national trade mark with Community trade mark. The purpose of my thesis is to compare legislation of national trade mark with leagislation community trade mark. I would like to show influence on the czech national trade mark after European union accession. In my thesis I focus on the amendment of European union trade mark through regulation European Parliament and Council (EU) 2015/2424. There are the most important changes in three areas: institutional, procedural and changes in the level of charges. This regulation is step forward in the development of trade marks. Thie regulation provides for simplification of the registration process. My thesis is composed of six chapters plus introduction and conclusion. In the first chapter I discuss about concept of trade mark. It is about meaning trade marks on market share, about function, types of trade marks. About differences between concepts sign and trade mark and about well know trade marks. In the second chapter I focus on historical development national trade marks. This development is in our territory very lengthy. This chapter is about historical development of community trade mark also. Chapter three is about legislation national of trade mark in Czech republic. About legislation, characteristic, categories of trade mark, about...
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Compensation for damage caused by breach of competition rules
Holásek, Martin ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
66 Compensation for damage caused by breach of competition rules Abstract This thesis analyses actions for damages for infringements of the competition law, an area newly regulated by Directive 2014/104/EU of the European Parliament and of the council of 26 November 2014 on certain rules governing actions for damages under national law for infringements of the competition law provisions of the Member States and of the European Union. A main purpose of this thesis is to describe specific aspects of actions for damages for infringements of the competition law, introduce alternatives to provisions of the Directive, identify the impact of the Directive on successful private enforcement of damages and evaluate a new proposal for a statute transposing the Directive into Czech law. The thesis is divided into eight chapters. Chapter One contains a brief introduction which is followed in Chapter Two by an evaluation of the necessity of this Directive and of its scope. Chapter Three deals with indirect purchaser's standing and passing-on defense, where it is noted that this change brings more complexity into the proceedings and the lack of indirect purchasers' motivation to sue is still persistent. Chapter Four describes certain possibilities of collective redress. Chapter Five is the main chapter of this thesis and...
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Stakeholder value as a new phenomenon of law of business corporations
Fencíková, Lucie ; Pelikán, Robert (advisor) ; Rozehnal, Aleš (referee)
Thesis: Stakeholder's value Goal of this thesis is to evaluate stakeholder's theory, as one of the ways of corporate governance. Shareholder model and stakeholder model dominate in corporate governance currently. At its core are two models considered competing. The method of corporate governance is largely influenced by the historical development of the legal and economic relationships in a particular nation. Therefore, before solving the very essence of stakeholder's theory, brief historical excursion into both model sis necessary. Work is divided into six chapters, first chapter is preceded by a short introduction and after sixth chapter follows the conclusion. The first chapter outlines the corporate governance as a field that is overarching stakeholder's theory. The second chapter presents the shareholder theory including its history. At the same time I try to focus on those aspects of the shareholder theory, which are in direct contrast to the stakeholder's theory. In the third chapter I describe the stakeholder's theory, including the historical context of the development of this model. In the fourth chapter I focus on a problem that accompanies stakeholder's theory: Is the purpose of the corporation to create value for its shareholders or for its stakeholders? First, though, I focus on what...
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Selected issues relating to the reservation of the right of ownership with a focus on transactions between entrepreneurs
Flídr, Jan ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
Der Hauptzweck dieser Diplomarbeit ist diejenigen Teilthemen zu behandeln, die im Zusammenhang mit der Rekodifikation des Privatrechts aktuell geworden sind oder zu denen tschechische Lehre Meinungen vertritt, die aus der komparatistischen Ansicht diskutabel sein können. Die Arbeit besteht aus fünf Teilen. Im Einleitungsteil wird der Charakter des Eigentumsvorbehalts beschrieben, insbesondere die Tatsache, dass sich dieses Institut nicht unter die Sicherungsinstrumente rechnen lässt, wie in der tschechischen Lehre häufig gemacht wird. Das zweite Kapitel befasst sich mit den Wirkungen des Eigentumsvorbehalts gegenüber Drittpersonen und Gläubigern des Käufers. Bezüglich der Häufigkeit der Vereinbarung des Eigentumsvorbehalts im Geschäftsverkehr sind besondere Anforderungen an die Gutgläubigkeit der Erwerber der Gegenstände zu stellen, die oft den Gegenstand des Eigentumsvorbehalts bilden. In der Arbeit wird begründet, warum die Unternehmen anzunehmen haben, dass der verlängerte Eigentumsvorbehalt zu vielen Gegenständen vereinbart wird. Was die Wirkungen gegenüber den Gläubigern des Käufers betrifft, komme ich im Einklang mit der italienischen Regelung zum Schluss, dass sich der Verkäufer auf den Eigentumsvorbehalt auch dann berufen kann, wenn die im §2134 des Zivilgesetzbuches vorgeschriebene Form nicht...
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