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Savings and loan cooperative as a business corporation
Urbanová, Diana ; Liška, Petr (advisor) ; Josková, Lucie (referee)
Savings and loan cooperative as a business corporation Abstract This thesis deals with typical features of the savings and loan cooperative as a business corporation. The aim of the thesis is to compare the specific legal regulation of savings and loan cooperatives with the general legal regulation of business corporations and, especially, with the legal regulation of cooperatives. As a follow-up of the performed comparison, the thesis identifies features identical and, in the first place, features different, specific for the savings and loan cooperative. Such specific legal regulation is a matter of a more in-depth analysis of particular provisions and mutual relations thereof. The thesis is organised in three chapters. The first chapter includes classification of business corporations and their particular typical features, some of which are present in savings and loan cooperatives, too. The second chapter deals with historical development and importance of savings and loan cooperatives, while putting accent on the basic cooperative principles, such as cooperative democracy or an emphasize on the membership principle. Then it explains the origin of numerous restraining measures applicable to savings and loan cooperatives and making them similar to banks. The third, crucial chapter contains an analysis of...
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Compensation for damage caused by defective product
Sedláček, Jakub ; Josková, Lucie (referee)
79 Summary This diploma thesis deals with selected aspects of product liability. The main aim of this thesis is to conduct critical analysis of aspects related to the concept of product and its defects. The thesis analyses the legal rules contained in Sec. 2939 - 2942 of Act No. 89/2012 Coll., as amended, in the light of the Council Directive 85/374/EEC of 25 July 1985 on the approximation of laws, regulations and administrative provisions of the member states regarding liability for defective product, which is transposed into Czech law by these provisions. Although product liability has been part of the Czech legal order for more than twenty years, it still contains many unclear or controversial issues which are addressed in this diploma thesis. The thesis takes into account analogous legislation in Austria and Germany. The first part of the thesis describes product liability in a general way allowing to understand its purpose and systematics. The second part is devoted to the analysis of the purpose of Directive 85/374 and defines the consequences stemming from its EU origin, which must be taken into account in the interpretation of domestic legislation. The third part contains an analysis of the notion of product and offers a solution to the disputed issue concerning the subordination of intangible items...
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Due diligence and care of the member of the board of directors and compensation for damaage as a result of its breach
Petráčková, Pavlína ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The presented thesis "Duty to act with due managerial care of the member of the board of directors and liability for damages in case of its breach" focuses on one of the key topics of corporate law, namely the duty of a member of the board of directors to act with due managerial care and the selected consequence of its violation - damages. The aim of this thesis is mainly a description and analysis of the institute of due managerial care, the rules of business judgment and liability for damages in the event of its breach, including the respective historical development. Emphasis is also placed on the form and standard of due managerial care in selected areas that play an important role in the life of a business corporation, especially with regard to the key issues that arise in these areas. In this context, not only the current case law and legal doctrine are explained in this work for illustration, but also previous judicial conclusions and conclusions of the professional public, which will be applied in the current legal environment. Last but not least, this work also deals with the legal regulation of due managerial care and the business judgment rule in English law, where the space is devoted not only to the general interpretation of individual institutes, but also to the conclusions of case...
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Service contract for the managing director of a limited liability company
Kianková, Lucie ; Tomášek, Petr (advisor) ; Josková, Lucie (referee)
Service contract for the managing director of a limited liability company Abstract The aim of this thesis is to identify the methods of remuneration of the managing director for the performance of his function and the related application problems of the applicable legislation. The thesis also analyses the situations in which labour law regulations shall apply to the relationship between the managing director and the limited liability company, as well as the methods of terminating a service contract. The thesis is based on the applicable Czech legislation de lege lata. In some parts, however, de lege ferenda considerations are also included. The thesis also analyzes a new legal regulation becoming effective on January 1, 2021. This thesis presupposes an earlier knowledge of elementary concepts related to the issue of a service contract for the managing director and legal institutes related to the subject matter in hand. Thus, the thesis intentionally does not analyze the elementary institutes in detail and does not provide their detailed definitions, but it focuses on their enrichment with relevant case law, more detailed specifications in terms of practical situations and its own analysis. This is the case especially in the second chapter, and the description of the service contract itself. This chapter is...
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Liquidation of a company having insufficient assets
Steinbachová, Eva ; Josková, Lucie (advisor) ; Pelikán, Robert (referee)
Liquidation of a company having insufficient assets Abstract The diploma thesis primarily deals with situations in which a liquidated company with insufficient assets may find itself. It deals, among other subjects, with cases where the liquidator finds out during the liquidation process that the liquidated company is in bankruptcy or when any undistributed assets of the liquidated company appear after the end of the insolvency proceedings. The aim of the thesis was mainly to describe and critically analyze the legal regulation of the above-mentioned situations, focusing on the interconnectedness and the most significant differences between the process of liquidation and insolvency proceedings. The thesis also deals in more detail with the figures of liquidator and insolvency trustee, their rights and obligations and mutual cooperation within both proceedings or the simplified liquidation of a company with insufficient assets to cover the costs of insolvency proceedings. The author of the thesis tried to achieve the set intention mainly by a detailed analysis of legal regulations, academic writing and relevant case law. At the same time, the thesis deals with controversial and unclear provisions of effective legal regulation concerning the subject matter. The diploma thesis is divided into five structured...
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Comparison of duty of loyalty of a member of governing body of a company and duty of loyalty of a company member
Hubáček, Tomáš ; Josková, Lucie (advisor) ; Tomášek, Petr (referee)
The Duty of Loyalty of a Director of a Company and the Duty of Loyalty of a Member of a Company in Their Mutual Comparison Abstract According to the valid legislation, both the member of a company and the director of a company are subject to the duty of loyalty. The duty of loyalty has different content in relation to these persons and affects them with different intensity. The aim of this thesis is to compare selected aspects of the duty of loyalty of the member of company and the director of company. The first part presents initial doctrinal and judicial evolution of the duty of loyalty of the member of company and the director of company in the legal order of the Czech Republic. Furthermore, the essence (creative elements) of the duty of loyalty of mentioned persons is discussed. In this context, legal doctrine concludes that the essence of loyalty of the member of company and the director lies, amongst other matters, in contract. However, each of these persons has a different obligation, which is associated with different rights and duties of the relevant members of company's bodies. The aim of the first part is to develop the issue, which I consider crucial for understanding arguments and conclusions presented in the thesis. In the second part, I try to identify the interest which the member of company...
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The participation and position of a member of an unlimited liability company
Kunášek, Jiří ; Horáček, Tomáš (advisor) ; Josková, Lucie (referee)
The participation and position of a member of an unlimited liability company, Abstract This doctoral thesis examines the participation and position of a member of an unlimited liability company (in Czech veřejná obchodní společnost), which is a topic that has been largely unexplored in theory. At the same time, unlimited liability companies as a legal form are seldom used for running a business in practice. As a result, there are only a very few judicial decisions addressing these issues. For these reasons, the author considers the exploration of this topic helpful and beneficial. The introductory part of the thesis contains an analysis of the unlimited liability company as a separate legal person, its characteristic features and factors specific to this legal form. This is followed by an extensive analysis of the member, the prescribed requirements for taking the position of a member and an analysis thereof, as well as a list of persons who are not granted the right. The fourth part provides a comprehensive analysis of the interest constituting the member's participation in the unlimited liability company, the ownership of the share and the specific aspects of an interest in an unlimited liability company, including dealing with the interest. The thesis also studies the creation of a member's interest by...
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Protection of trade secrets (focusing on Directive 2016/943)
Kučerová, Lucie ; Patěk, Daniel (advisor) ; Josková, Lucie (referee)
Protection of trade secrets (with a focus on Directive 2016/943) Abstract The subject of this diploma thesis is to assess the protection of trade secrets in the context of Czech legislation with the comparison of the requirements of the Directive on the protection of trade secrets. The diploma thesis is based primarily on the valid legal regulations and Czech case law, which is associated with the regulation of the protection of trade secrets. Individual subjects of competition invest in research and development to gain a competitive edge or maintain their competitiveness. The results of their innovative activities are often subjected to dishonest practices aimed to disrupt or abuse them. The institute of trade secrets is one of the important ways to protect the results of innovative activities. Its importance is confirmed by the adoption of Directive (EU) 2016/943 of the European Parliament and of the Council. The first part of this diploma thesis focuses on the definition of the concept of trade secrets according to the Czech legislation, its comparison with the concept of the Directive and evaluation of their mutual compliance. The second chapter is devoted to the main theme of the diploma thesis, which is the protection of trade secrets under the law against unfair competition. I consider its regulation...
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Acquisition of the right of ownership to a share in a limited liability company from a non-entitled person
Treutlerová, Hana ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
and keywords Acquisition of the right of ownership to a share in a limited liability company from a non-entitled person The subject of this thesis is the analysis of the institute of the acquisition of the right of ownership from a non-entitled person in relation to a share in a limited liability company. The thesis analyzes the various aspects of the acquisition from a non-entitled person in relation to the share in a limited liability company on the basis of a share purchase agreement. With regard to the forms of shares in a limited liability company, which in addition to a business share may also be represented by a common certificate, the institute of acquisition from a non-entitled person is analyzed in relation to both forms of shares. The work is based on the identification following by analysis of the main questions, which lead first to find out whether the provisions on acquisition of share from a non-entitled person can be applied. Conclusions will then be applied to each acquisition method according to the relevant provisions on acquisition from a non-entitled person. The thesis is divided into five chapters. The first chapter is devoted to the legal regulation of the transfer of a share in a limited liability company and provides a basic insight into the regulation of a transfer of a...
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The Specifics of Use of Trusts in Business Relations
Žižka, Filip ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The Specifics of Use of Trusts in Business Relations This thesis deals with possibilities brought by trusts (in Czech: svěřenský fond) to business relations. It analyses the key features of a trust, thanks to which it has a unique and often irreplaceable position in number of financial transactions. Selected financial transaction are described in detail and the importance of trusts in these transactions is explained. The main objective of this thesis is to show that trusts have benefits far beyond the governance of personal property and its intergenerational transfers. By this I want to prompt interest in further research of the use of trusts in business relations in the Czech legal environment. After the introduction, the first chapter of this thesis briefly introduces the history of the trust. It is outlined which role the trust played in different legal systems and what were the motives for its development. The second part describes trust as an institute of civil law. There is also described the implementation of the trust into the legal system of the Canadian province Québec, because this regulation served as a model for the Czech lawmakers. This chapter of the thesis also describes the subjects of the trust and the basic concepts related to this institute. The third part introduces the trust...
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