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Legal means of protecting minority members of a limited liability company in case of increase of share capital by making additional contributions
Sedlařík, Ondřej ; Eichlerová, Kateřina (advisor) ; Černá, Stanislava (referee)
Legal means of protecting minority members of a limited liability company in case of increase of share capital by making additional contributions Abstract This Master Thesis deals with legal means of protecting minority members of a limited liability company in case of increase of share capital by making additional contributions. The main objective is to explore and analyze legal remedies that are embodied in the Business Corporations Act. Primarily whether these remedies, in accordance with their protective purpose, ensure protection of minority shareholders against deterioration, and also functioning and possibilities of achieving the purpose for which the company was established is taken into account. The main methods in the elaboration of this diploma thesis were bibliography research and research on case law, especially of the Czech courts, and the subsequent analytical method. With the help of abstraction and subsequent synthesis of the obtained information, the individual partial and main conclusions are generalized. Among the most used methods of interpretation are linguistic, systematic, logical, and teleological method. This thesis is divided into four main chapters. Each chapter is internally divided into subchapters, which are then in some cases structured into individual points. The first two...
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The protection of minority shareholders in limited liability company after the recodification of Czech private law
Získalová, Dora ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The aim of this thesis has been to analyze briefly the instruments of protection for minority shareholders in the limited liability company after the recodification of the Czech private law, to follow the modern trend of this topic and to evaluate the changes in regards to the previous codification. The thesis is structured as follows. The first chapter is divided into two subchapters. In the first one the basic terms important for the rest of the thesis has been explained, such as limited liability company, minority shareholder and qualified minority shareholder.The second subchapter characterizes the importance of protection for minority shareholders. The particular instruments of minority shareholders' protection are listed and analyzed in the second chapter. It has been structured into several subchapters according to the subjects of each type of a minority shareholder protection (qualified shareholders, minority shareholders, all shareholders). The instruments belonging to the qualified shareholders are: the right of calling a general meeting according to the par. 187 of the zákon o obchodních korporacích Code and a right to suggest topics to be discussed at a general meeting. The instruments which may be used by all minority shareholder are: the separate voting and cumulative voting....
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The protection of minority members in limited liability companies after recodification of private law
Volfová, Jana ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The protection of minority members in limited liability companies after recodification of private law ABSTRACT The purpose of this thesis is to give an enumeration of protective instruments available to a minority shareholder in a limited liability company after the recodification of Czech private law and to engage in further analysis of these instruments. The thesis is divided into an introduction, four chapters and a conclusion. The first chapter defines basic terminology used in the thesis, such as 'minority shareholder' and 'qualified shareholder'. The second chapter focuses on the position of a minority shareholder in a limited liability company and introduces the reasons to protect such a minority shareholder and the risks connected with an excessive protection of minority shareholders. Chapters 3 and 4 form the hearth of this thesis. The third chapter offers a detailed analysis of instruments available to every shareholder in a limited liability company, including a minority shareholder. These instruments include separate voting, motion to declare member's vote or general meeting's voting null and void, cumulative voting, right to information, derivative action, claim for reflective loss, claim for compensation for damage from influential person, right to suggest an appoitment of an expert to...
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