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The distribution of the capital companies profits - Comprarasion of the Czech Republic, the USA and the Russian Federation legal systems
Řezníčková, Denisa ; Bažantová, Ilona (advisor) ; Dupáková, Lenka (referee)
Profit Distribution in Capital Companies - A Comparison of Legal Systems in the Czech Republic, the United States of America, and the Russian Federation Abstract In the modern business world, the distribution of a company's profits is a complex decision- making process that considers not only legal, tax, and economic aspects but also political and cultural contexts. Therefore, this thesis is divided into five chapters, the first of which is a theoretical section discussing the nature and implications of corporate economic behavior, including the motivations for profit distribution. The core of the thesis consists of three analytical chapters on the distribution of profits in capital companies in the Czech Republic, the State of Delaware in the United States of America, and the Russian Federation. This selection allows for a cross-sectional examination of the different approaches to this topic against diverse legal cultures and political climates. The fifth and concluding chapter offers a comparative analysis of the commonalities and differences in profit distribution in capital companies within these jurisdictions. Among the sub-areas that the thesis compares are selected institutions related to the distribution of profit shares, such as the non-cash form of payment, the option of not distributing profits,...
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Duty of Loyalty of a Shareholder of a Capital Company
Krausová, Aneta ; Tomášek, Petr (advisor) ; Patěk, Daniel (referee)
Duty of Loyalty of a Shareholder of a Capital Company Abstract This thesis deals with the issue of the duty of loyalty of a shareholder of a capital company. It focuses mainly on the analysis of the duty of loyalty of a shareholder towards the company, and marginally presents the duty of loyalty of the company towards the shareholder and the duty of loyalty between the shareholders. The main objective of this thesis is to define the duty of loyalty and to analyse this duty in some of the relationships within a company. Central to this analysis is the interpretation of the provisions of Section 212 of the Civil Code, which I address in this thesis in turn. Due to the generality of the concept of loyalty, a key part of this thesis is the analysis of the existing decision-making practice of the courts, including the applicability of decisions based on the regulation before the recodification of private law. The thesis is divided into an introduction, four parts and a conclusion. The first part deals with the principle of good faith as the fundamental basis of the duty of loyalty, its nature as a general clause and its derived functions. The second part introduces the reader to the duty of loyalty in shareholder relations of a capital company on three levels. The main focus is on the shareholder's duty of...
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Closing accounts and financial statements in a capital company
BERÁNKOVÁ, Kateřina
The bachelor´s thesis deals with the analysis of closing works especially inventory, correction items, reserves, exchange rate differences, conjectural items, accruals, financial results and closing of accounts. After that, ac-counting closing procedures are applied to a specific capital company. Finally, the financial statement of the capital company is created. A balance sheet, a profit and loss statement and notes to the financial statements are part of the financial statements. Based on the results found, recommendations were made to the analysed company in the are of inventory, taxes and publication of financial statements.
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General duties of directors, in particular duty of loyalty
Mancelová, Silvia ; Štenglová, Ivanka (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
The dissertation is focused on research of the general duties of members of the board of directors in a capital company, in particular the duty of loyalty. Besides the duty of loyalty, members of the board of directors have a duty to act with due managerial care. The doctrine paid attention to the specification of the duty to act with due managerial care but there has, as yet, been no attention paid to the duty of loyalty. The new legislation contained in the Civil Code Act n. 89/2012 Sb. (CC) subordinates the duty of loyalty under the duty to act with due managerial care. The subject of the dissertation is research of the nature, origin, and function, of the duty of loyalty. The conclusion of the dissertation is the confirmation of the hypothesis, that the duty of loyalty by which a member of the board of directors is bound, is a fiduciary duty and an independent duty, which is not a part of the duty to act with due managerial care.
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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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Accounting and tax consequences of the Business corporation act
Šindelář, Michal ; Molín, Jan (advisor) ; Müllerová, Libuše (referee)
The diploma thesis deals with the new legal regulation of trading companies. The aim is to present the legal regulation of trading companies and so to connect the Business corporation act with the accounting and tax regulations. The first part presents the basic aspects of the regulation of trading companies in the system of the new legal regulation. It deals with the mutual position of the new Civil code and the Business corporation act and occupies itself with the general reglation of legal persons, that applies to trading companies. This part is being followed with the presentation of general requirements of the Business corporation act. The second part analyses the personal companies, where the special attention is dedicated to deposit duty, that can be paid for by doing work. The last part presents the capital companies and the special attention is dedicated ty paying of prepayments on share on profit (dividends) in these companies. The thesis is completed with a lot of practical examples and diagrams.
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Change of the legal form of business of a limited liability company to a joint stock company
ČERVENCOVÁ, Barbora
The thesis deals with the change of legal form of business of the limited liability company to a joint stock company. This work is divided into two parts, theoretical and practical. The first part is devoted to the most important findings related to the topic. The practical part contains a specific example of this change in the selected company. The transformation process is broken down into individual steps that precede a successful change. To meet the objectives are further evaluated legal, accounting and tax aspects related to the transformation of selected limited liability company into a joint stock company in the Czech Republic.
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