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The contract of the sale of an enterprise
Vácha, Antonín ; Patěk, Daniel (advisor) ; Liška, Petr (referee)
My thesis is focused on the issues related to a sale of undertaking or part of undertaking pursuant to the Contract on the Sale of Undertaking. This contract type is governed by the provisions of S. 477 - 488a of the Commercial Code. After the introduction contained in the first chapter, the second chapter deals with the legal definition of an Undertaking and its part. The concept of Undertaking described in the Czech Commercial Code is broadly constructed in order to cover many different components as a part of any Undertaking. The important distinction between the European law and the laws of the Czech Republic is that the Czech law understands the undertaking merely as a specific object of legal relations. The European law, however, recognized the Undertaking as a subject of legal relations. The third chapter identifies other contract types which could cause the same results as the sale of undertaking; among other the sales contract and specific innominated contract. The legal provisions of contract for sale of Undertaking describe the consequences of the sale and analyzed in the fourth chapter of the thesis. The most important legal issues of this contract type can be identified as (i) the transfer of rights and obligations, (ii) exclusion of certain components of the Undertaking, (iii) liability for...
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The contract of the sale of an enterprise
Vácha, Antonín ; Patěk, Daniel (advisor) ; Liška, Petr (referee)
My thesis is focused on the issues related to a sale of undertaking or part of undertaking pursuant to the Contract on the Sale of Undertaking. This contract type is governed by the provisions of S. 477 - 488a of the Commercial Code. After the introduction contained in the first chapter, the second chapter deals with the legal definition of an Undertaking and its part. The concept of Undertaking described in the Czech Commercial Code is broadly constructed in order to cover many different components as a part of any Undertaking. The important distinction between the European law and the laws of the Czech Republic is that the Czech law understands the undertaking merely as a specific object of legal relations. The European law, however, recognized the Undertaking as a subject of legal relations. The third chapter identifies other contract types which could cause the same results as the sale of undertaking; among other the sales contract and specific innominated contract. The legal provisions of contract for sale of Undertaking describe the consequences of the sale and analyzed in the fourth chapter of the thesis. The most important legal issues of this contract type can be identified as (i) the transfer of rights and obligations, (ii) exclusion of certain components of the Undertaking, (iii) liability for...
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Valuation of general practitioner practice in the Czech Republic
Pohořský, Jan ; Krabec, Tomáš (advisor) ; Šmídová, Radana (referee)
The aim of this thesis is to valuate private medical practice of general practitioner and develop a project that would enable selling this practice in a five-year horizon. For the purpose of valuation I will assess the state of and outlook of the Czech health care system, I will perform financial analysis of the company. Based on information from the financial and strategic analysis I will compile financial plan and final valuation. Project of the sale will address the steps that have an impact on sale in terms of cost, transaction risk, tax perspective, financing and methods of the sale.
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Legal aspects of due diligence in the context of selling business
Nemerád, Petr ; Boháček, Martin (advisor) ; Kříž, Radim (referee)
This thesis aims to judge the serviceability of the Angloamerican institutes of due diligence in the context of the European continental legal system, specifically in the context of the Czech legal system, in connection with selling business. The first part defines the term due diligence, describes the evolution of due diligence during time, distinguishes its different meanings and shows the content of the term. Furthermore, it introduces its division and particular types. The following parts deal with the legal regulation of the Purchase of Business Agreement and its essential procedural requirements. In the conclusion, the possible problems on which it is appropriate to focus on are mentioned.
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Tax efficient acquisition structures in the Czech Republic and related case law of the Court of Justice of the EU
Jedlička, Petr ; Frýzek, Libor (advisor) ; Jelínek, Michal (referee)
This diploma thesis is dedicated to acquisitions of companies and analyses their tax aspect under the laws of the Czech Republic. From taxation aspects point of view the thesis also focuses on commercial and accounting impacts of relevant acquisitions. The main objective of the thesis is to identify, quantify and qualitatively assess tax implications for parties participating within the acquisitions. The thesis further aims at identification of legal forms of acquisitions in the Czech law system, the accounting analysis of the acquisition alternatives and analysis of court's practice relevant from taxation point of view. These sub-objectives also define to certain extent, field for analysis and assessment of the tax implications of particular acquisition structures.
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Operations with company and their presentment in the system of accounting
VESELÁ, Martina
This thesis is focused on operations with company that are defined in the Czech accounting standard No. 011 and their booking in the company accountancy. Operations with company bring a lot of specialities in the sphere of economy, accountancy, justice and taxation, that cannot be find in other spheres. These operations take very long time. The Czech accounting standard No. 011 is a directory statute recommending how to account operations with company. The Comercial Code and the Civil Code contain juridical aspects of transactions with company. Man have to known the tax problems of operations with company too. Operations with company may seem very difficult but on the other side man can dispose of the whole firm on the basis of one contract. It is easy, comfortable, fast, cheaper and profitable. Man can find selling of company and hiring of company in the praxi in the practical part of the thesis. Problems of operations with company are presented by SACH, spol. s r. o. and Podblanicko Louňovice, a. s. Both companies account transactions with company according to the Czech accounting standard No. 011. A reader can find impacts of the operations on the balances and statements of income of SACH, spol. s r. o. and Podlanicko Louňovice, a. s. in the practical part.
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Takeover Techniques and Regulation of Takeover Techniques in Czech Law
Pecháčková, Martina ; Buus, Tomáš (advisor) ; Brada, Jaroslav (referee)
The thesis disserts on particular takeover techniques, both generally and with respect to the specific regulation by Czech law, considering the relevant rules of acquis communautaire. The paper is focused in particular on takeover bids, public offers for purchase or swap of shares, squeeze-out, sell-out, purchase of business establishment and mergers. The objective is to analyze the subject-matter both from legal and economic point of view, with respect to tax and accounting implications. The thesis contains also the analysis of suitability of particular takeover techniques for specific types of investors, with respect to the aims and intents pursued.
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The impact of transfer price of enterprise on the corporate tax
Vágner, Jiří ; Francírek, František (advisor) ; Khazarova, Sofya (referee)
This thesis is focused on the sale of the enterprise between related persons. The ambition was to find out, what the tax aspects of a particural transfer of an existing company are, especially with regard to the payment of personal and corporate income tax rate. Partial aim was to determine market value of the enterprise as per January 1st 2010 for the transfer price purposes and structuring of the whole transaction with emphasis on rational tax optimalization. At first there is a valuation report elaborated with regard to the market environment. The price is set based on the DCF entity method. Consequently I work with the enterprise value analysing tax impacts. The transaction structure is chosen as setting up of a new company for leveraged buyout (SPV, s.r.o.) and subsequent merger of this company with the target company as per January 1st 2010. It was found out that the impact of the transfer price on the income tax is at this transaction minimal. In the particural structured transaction there are four kinds of tax risks. First are the rules of thin capitalization which the buyer is able to fulfil by the increase of its own capital at SPV, s.r.o. The second one is the assesment of interests on the affinitive credits according to the arm's length principle. The third one is check of costs of the acquisition credit which should be tax deductible with regard to the company merger. The last risk is the proof of accomplishment of general rules of costs (interest) tax deduction, i.e. the costs must be spent on achievement, securing and maintenance of taxable incomes. At the close of the thesis I focus on the motives of the related parties of the transaction for setting the price of the company. I assume that both parties would have tendencies to decline the enterprise value mostly because of the possibility of compensation through the gratuitous acquisition of asset which in this case in the legal environment of the Czech Republic enjoys the tax-free status.
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