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Due managerial care and diligence as a criterion for the determination of liability (a legal and comparative analysis)
Krtoušová, Lucie ; Beran, Karel (advisor) ; Kühn, Zdeněk (referee)
Diploma thesis - abstract Due managerial care and diligence as a criterion for the determination of liability (a legal and comparative analysis) Lucie Krtoušová The purpose of this thesis is to critically analyse the interpretation of the concept of the due managerial care and diligence and consider the requirements that a director must comply with. The method used in this paper is the comparative analysis. As a basis of the comparative analysis it is chosen the British concept of fiduciary duties and duty of care, skill and diligence which is compared with the Czech concept of the care of a prudent manager. The thesis is composed of five chapters, each of them dealing with different aspects of the concept of the due managerial care and diligence. Chapter One is introductory and defines basic terminology used in the thesis such as the director, the care of a prudent manager, the duty of loyalty, fiduciary duties and the duty of care, skill and diligence. Chapter Two examines the British concept of fiduciary duties. The chapter consists of five parts. Part One focuses on introduction into the system of general duties of directors. Part Two explains the fiduciary position of a director. Part Three and Four address the two aspects of the duty of loyalty, i.e. the duty to act in the interest of the company and...
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Civil Law Liability of Directors
Váňa, Dalibor ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
The thesis analyzes the civil law liability of statutory bodies, especially members of the board of joint-stock companies and managing directors of limited liability companies. The work is accompanied by the relevant case law. In thesis is first defined the concept of liability, principles of management and administration of corporations, and principles of acting on behalf of companies. Followed by a historical overview of the issue, particularly in relation to the Commercial Code (Act no. 513/1991 Coll.). The thesis deals with theoretical analysis of liability, assumptions of liability and other related issues. The main focus of the work is the analysis and comprehensive approach to legal institutes duty of care, duty of loyalty and the business judgment rule. The work includes a comparison of legislation contained in the already canceled the Civil Code and Commercial Code with legislation contained in the currently valid and effective Civil Code (Act no. 89/2012 Coll.) and the Business Corporations Act (Act no. 90/2012 Coll.). The thesis also deals with issues of legal guaranty of members of statutory bodies in connection with the bankruptcy and causing damage to the company. The work also includes a comparison of selected foreign jurisdictions. In the end is presented synthesizing conclusion...
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The Duty of Loyalty of a Member of a Business Company
Polena, Stanislav ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The duty of loyalty of a member of a business company This thesis deals with the topic closely connected with the field of corporate governance which is a part of corporate law. According to the American legal theory is duty of loyalty one of the fiduciary duties. The traditional classification of fiduciary duties is based on dualism - duty of loyalty and duty of care. But this concept is changing over time mainly due to case law. There is no settled opinion on the basic question how many fiduciary duties there are. Current opinion of the respected authority in this field - Delaware' Supreme Court is based on dualism of fiduciary duties, but not in the traditional meaning. The duty of loyalty includes according to the opinion of the judges not only conflicts of interests and self-dealing situations, but breach of good faith as well. On the other hand the traditional point of view was settled on two fiduciary duties - loyalty and care as well. Duty of loyalty was connected with conflicts of interest situations between principal and agent, when the personal financial interest of the agent was present. Duty of loyalty protected the legal position of the principal when agent managed entrusted property. The duty of care was connected with the interest of the principal and due performance of the agent with the...
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Duty od Care of Members of Statutory Bodies in Capital Business Companies and its Relation to Internal Compliance Programs
Andreisová, Lucie ; Dědič, Jan (advisor) ; Boháček, Martin (referee) ; Lasák, Jan (referee)
The purpose of this dissertation is to provide its readers with a detailed and comprehensive look at the institute of duty of care, business judgment rule and related civil and partly also criminal liability of members of (not only) statutory bodies of capital business companies, and in this respect also to introduce an internal compliance program as one of the main instruments of good and effective corporate governance. The main objective of this dissertation is therefore to verify or refute the hypothesis whether, and if so in what particular form, can an internal compliance program be seen as an institute helping members of statutory bodies of capital business companies in fulfilling specific requirements and obligations of their duty to carry out the statutory function with due (managerial) care. The existence (implementation) of an internal compliance program is quite commonly connected with so called regulated markets and also with individual business corporations whose ownership structure extends the boundaries of the Czech Republic (typically British or American business corporations seated in the Czech Republic). But what about a wide neutral zone of Czech business corporations, i.e. especially small and medium-sized capital business companies? Shall these implement an internal compliance program as well? And, if so, on what grounds and with what benefits?
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