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Unjust enrichment in business law
Vydrová, Zuzana ; Horáček, Vít (advisor) ; Pelikán, Robert (referee)
This thesis analyses the concept of unjust enrichment under the business law. First of all the thesis explains the term of business law. Business law is a complex of legal rules concerning the contractual relationships between entrepreneurs arising from their business activities. Business law is a comprehensive field of law which extends into many other fields of law, both private and public law. Equally the regulation of unjust enrichment within the business law expands into many other laws with particular specialization, but these laws are not subject of this thesis. For these laws the subsidiary legislation is included in the civil code., therefore this thesis focuses on the general regulation of unjust enrichment included in the civil code. Further the thesis continues with a historical development of both business law and unjust enrichment. The historical view begins with roman law, continues with the regulation of unjust enrichment under the ABGB and ends with regulation under the so. socialist law. Further in the text is referred to the historical chapter to facilitate understanding of a present regulation. Next chapter of the thesis describes the current regulation of unjust enrichment, mainly under the civil code, and from the reason mentioned above it is not going into the particular...
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Consensus and commercial terms: theoretical and comparative analysis
Kočer, Jan ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
Consensus and commercial terms: theoretical and comparative analysis This final thesis deals with the topic of the battle of the forms using the theoretical apparatus of rules governing the formation of contract. The problem is modeled (and therefore limited) for the case of formation of contract for the sale of goods concluded between merchants when each of them uses his/her own commercial (standard) terms. Another limitation of the thesis is connected with the use of classical contractual paradigm which is based on the continuity of offer and acceptance in the process of contracting. The key element of contract is found in consensus, therefore it is consensus which is analyzed in connection with extensiveness of terms, about which the minds have to meet in order to form the contract, and also in connection with the content of already formed contract. The final thesis has two objectives. First, it is to verify on theoretical level that no matter what principle in the process of formation of contract is used (whether mirror-image rule or not) both law professionals and legal theory are forced to find solutions which are in accordance with the principle of economic analysis of contract. Second, it is to analyze solutions on the formation and content of contract which were adopted by Czech...
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Disqualification of governing body members (and other persons) from their positions in a business corporation
Vítek, Dominik ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
1 Abstract: Disqualification of governing body members (and other persons) from their positions in a business corporation As of 1 January 2014 a new act no. 90/2012 Coll., Business Corporations Act, has been effective in the Czech Republic. Among the other new legal instruments, the Act has incorporated a regulation of disqualification of governing body members (and other persons) from their positions in a business corporation. This master thesis aims at determination of particular grounds for the disqualification and impacts of its application. Further, persons who may be disqualified under the pursuant to the particular grounds are defined in the thesis. The aim of the thesis is to find a general rules governing the disqualification and to determine limits of its application. The thesis also defines other persons (positions) which the disqualified person will not be allowed to hold and perform due to the court's decision. The author uses descriptive and analytical methods to interpret the legal regulation, which is joined with comparison of Czech and British legislation as the British legislation was one of the main sources. The Act is interpreted based on grammatical, logical, teleological, systematic, and partially historical interpretation methods. Within the comparison the author focuses on the...
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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 thesis is to provide fundamental information about trademarks and their legal regulation. The reason why I decided to write a research about trademarks is that they are one of the most popular and widely used method of labeling products and services. Indisputable advantage of European union Trade mark is that the registration is not need for national Trade mark. Another advantage of European legislation of Trademarks is automatic and free dissemination of the accession of the new member states. Despite the fact that national trademark law is fully in compliance with European legislation, not all questions are completely identical. In thesis I would like to show influence on the czech national Trade marks after European union accession. I focus on the practice of the The Court of Justice of the European Union which has of capital importance on decision making practice of the Czech Courts. In the thesis I focus on the amendment of European union trade mark through regulation European Parliament and Council (EU) 2015/2424. There are some changes in three areas: institutional, produceral and changes in the level of charges. This regulation is step forward in the development of trade marks. This regulation provides for...
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Pledging a share in a business corporation
Pivoda, Tomáš ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
Pledging a share in a business corporation In my master thesis I focus on pledging a share of shareholder a limited liability company, which is a relatively common legal disposition with the share. Master thesis is based on valid and effective legal regulation that brought a number of innovations. In some chapters there is also mentioned the historical development of the institute for better orientation of the readers. The thesis examines legal literature, legal periodicals as well as attempts to capture also the applicability of existing case law on the new legislation. The main contribution of this work is to provide an interpretation of the provisions of which so far there is little consensus in the legal community, as well as pointing on problems and risks that regulation brings, especially from the perspective of the pledgee. The thesis is divided into four chapters, each chapter focuses on a different area of pledging a share of shareholder a limited liability company. The first chapter defines general issues of pledge and define the subject of a lien and includes a brief introduction of the legal nature of the share. In the second chapter, the reader is introduced into the mode of the establishment and creation of a pledge to a share, assumptions of its pledgebility and the process of...
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Influence of a member upon the management of a limited company
Černohorský, Jan ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
This thesis is dedicated only to an influence of a member on managing company limited by shares. The thesis was written between the legal effects of two acts, but the new legal regulation, with regard to the old regulation and case law, developing for more than 20 years, was the base for my thesis. The first chapter describes the key terms of this thesis, which are crucial for good understanding of the whole problematic. The second chapter deals with the term share, which represents the participation of a member in a company. The chapter analyses its quantitative and particularly its qualitative aspect. The institute of share has changed in such a way that it has to be explained precisely. Understanding of the term share is important for the whole thesis, because it is the share itself, which represents the influence of the member. The focal point of my thesis is described in the third chapter, which deals with a member's right to participate on managing company limited by shares. This right is asserted especially through general meeting. The chapter gives an overview about the main changes in competence and functioning of the general meeting. There is also member's influence beyond the general meeting, through per rollam decision-making, described in this chapter. The chapter also contains a...
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The doctrine of piercing the veil and its application in Czech corporate law
Piačková, Mária ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
The doctrine of piercing the veil and its application in Czech corporate law The theses concerns with the doctrine of piercing the veil and its application in Czech corporate law. Firstly, the crucial term of the separateness of assets is described as a characteristic feature of a legal subject under Czech law, followed with explanation of the concept of the shareholders' guarantee in the Czech law based on the fact that all companies are legal persons with the asset separateness, even though their function is similar to the partnership. The doctrine of piercing the veil was developed by judiciary decisions dealing with different situations and circumstances, under which the legal separateness of a corporation and separateness of assets are misused by shareholders and creditors (voluntary or involuntary) are harmed. The main question asked is whether in specific cases of "corporate form abuse" law can find a way to reimburse directly the harmed creditors or the company. Based on the description of development of judiciary in the United States, Great Britain and Germany and its conclusions, specific factors for application the doctrine were researched, such as alter ego, instrumentality, undercapitalization, agency, commingling of funds etc. These factors are used differently by courts and can be analyzed...
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Protection of Economic Competition - Agreements Violating Competition
Samek, Jiří ; Horáček, Vít (advisor) ; Pelikán, Robert (referee)
1 Abstract - Protection of Economic Competition - Agreements Violating Competition Agreements distorting competition are quite dangerous for the goals of competition law and it is necessary to search for them, find them and punish them. Therefore, the goal of this thesis was to provide a complex explanation of the issue of prohibited agreements from the point of view of Czech and European competition law. Relatively brusque diction of primary sources of law is typical for competition law and for the regulation of prohibited agreements. For this reason a large area of law is left to the case law of the Court of Justice of the European Union and also for national courts in administrative judiciary. The thesis has in mind also the importance of the soft law which serve as a manual of the approach of the European Commission and the Office for the protection of competition which leads to a higher level of legal certainty. First chapter is dedicated to the explanation of basic terms of economic competition and of competition law. The largest space is given to the definition of the Czech term "competitor" and its European equivalent "undertaking". This chapter also explains relevant market and the matter of relationship between Czech and European competition law. The whole second chapter is dedicated to the...
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Creation and termination of the position of a member of the governing body of a limited company
Hřebejková, Tereza ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
Text of this thesis deals with the creation and termination of the position of a member of the governing body of a limited company. The first part of this text sets out the conditions under which this member is legally able to perform in his position, these are full legal capacity, no record of criminal conviction and there are no obstacles to undertaking a trade in the meaning of the Act No. 455/1991 Coll. The text also mentions the provisions § 38l of the Commercial Code, for it still applies on some cases on behalf of the provision § 779, paragraph 3 of the Act on Business Corporations. This text of this thesis continues to deal with the consequences of incapacity to perform in this position and states that in this case, the creation of such position is seen, as it never happened. In the case of capacity to perform in a position being lost after the position was created, the position terminates. Newly, a legal entity can become a member of an elective organ. However, to perform in this position, they have to choose a natural person as their representative. If there is no representative, the legal entity is represented by a member of board of directors or a company director. There were warnings of a possibility of multiplication, as there may be legal entities in such statutory bodies. Further,...
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European Law Against Unfair Competition
Najman, Ondřej ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
European Law Against Unfair Competition Abstract The scope of this thesis is intended to cover mainly two branches of the European law against unfair competition. Those two branches were recognized in (i) business-to- business relations governed mostly by the European Union Directive 2006/114/ES and in (ii) business-to-consumer relations governed by the European Union directive 2005/29/ES respectively. Taking in consideration the above-said, it can be stated that this thesis predominantly analyzes what should be in more precise way called as "European Union law against unfair competition". The thesis is divided into ten chapters while five of them should be considered as the leading ones. First of them is the chapter number five dedicated to B2B relations. The author examines the respective directive 2006/114/ES also to the extent of its relevant jurisprudence of the European Court of Justice. The same approach was chosen to describe functioning of B2C relations under directive 2005/29/ES in chapter number seven. Chapter number six focuses on so called "Average Consumer" model that has been found as one of the most important elements of EU law against unfair competition. Because of its exceptional relevance, chapter six deals with the average consumer in a very detail, emphasizing important role of the...
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