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Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Havlík, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
My thesis focuses on one of the fundamental issues of representation of stock corporations by their elected bodies or members of these bodies. This issue concerns the responsibility of these parties to act in the performance of their duties with due managerial care which is a key aspect in determining the standard required from the parties representing a limited liability company and a joint stock company. This topic is extremely relevant to the current situation due to recent re- codification of private law, whose linchpins are Act No. 89/2012 Coll., the Civil Code, and Act No. 90/2012 Coll. on business companies and cooperatives (the Act on Business Corporations). The authors of these regulations during their drafting had to cope with the development of both the doctrine and the case law and their task was not only to adapt the legislation to the commercial law practice of stock corporations of the 21st century, but also to resolve some of its contentious issues. The thesis consists of an introduction, three main chapters further subdivided into subsections and the conclusion. The first chapter deals with the legal regulation and the description of the concept of due managerial care and related aspects at the time of effectiveness of Act No. 513/1991 Coll., the Commercial Code. Particular...
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The duty of due managerial care of a member of governing bodies of limited companies in comparison with the British legal regulation
Procházka, Tomáš ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
This diploma thesis deals with the regulation of the duty of due managerial care of members of a governing body of a limited company. The aim is to evaluate Czech national law with respect to the relevant British law rules. Another objective is to propose de lege ferenda amendments to current state of law. The thesis is divided into three chapters The first chapter defines the duty of due managerial care and the content of duties imposed on members of a governing body of a company in Great Britain. Judicial decisions of both jurisdictions reveal that directors are not expected to have a knowledge possessed by a specialist. However, good general knowledge is required. Subsequently, the dual objective / subjective standard is introduced. Lord Hoffmann borrowed the test set by the Insolvency Act 1986 and stated that such a test should not just apply during insolvency. The second chapter is dedicated to fiduciary duties and the position of duty of loyalty within the scope of due managerial care. The aim is to present the subjective test covering acts exercised to promote the success of a company. The standard rests upon the idea that directors must exercise their discretion bona fide in what they consider, not what the court may consider, is in the interest of the company. Another field of interest is...
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Duty of due managerial care - a comparative point of view
Kasl, František ; Josková, Lucie (advisor) ; Černá, Stanislava (referee)
The main goal by writing of this thesis was to provide a contribution to the discussion regarding the interpretation of selected legal terms contained in the Czech concept of the due managerial care, with the help of comparison with the development of this legal element in the law of neighbouring Austrian republic, which is (to my knowledge) still not significantly professionally accounted for in our academic environment. The Austrian concept of the duty of due managerial care is in Czech academic literature not often considered, therefore I offer in order to allow for mentioned comparison in this thesis an overview analysis of the present legal regulation of the duty of due managerial care in Austrian law, whereas emphasised are the aspects, which are further used in the breakdown of constituent issues, alternatively aspects, which distinguish Austrian law from Czech law. I am trying to provide deeper insight into selected number of topics and to formulate my own conclusions regarding partial issues with the help of comparative findings from the Austrian law in the relation to the most common form of business corporation, the limited liability company. The thesis is divided into two parts, whereas in the first part I deal with the element of due managerial care from the analytical viewpoint of the...
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Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Havlík, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
My thesis focuses on one of the fundamental issues of representation of stock corporations by their elected bodies or members of these bodies. This issue concerns the responsibility of these parties to act in the performance of their duties with due managerial care which is a key aspect in determining the standard required from the parties representing a limited liability company and a joint stock company. This topic is extremely relevant to the current situation due to recent re- codification of private law, whose linchpins are Act No. 89/2012 Coll., the Civil Code, and Act No. 90/2012 Coll. on business companies and cooperatives (the Act on Business Corporations). The authors of these regulations during their drafting had to cope with the development of both the doctrine and the case law and their task was not only to adapt the legislation to the commercial law practice of stock corporations of the 21st century, but also to resolve some of its contentious issues. The thesis consists of an introduction, three main chapters further subdivided into subsections and the conclusion. The first chapter deals with the legal regulation and the description of the concept of due managerial care and related aspects at the time of effectiveness of Act No. 513/1991 Coll., the Commercial Code. Particular...
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