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Say on pay in foreign legal regulation and in Czech Capital Market Undertakings Act
Krejčiřík, Tomáš ; Hurychová, Klára (advisor) ; Flídr, Jan (referee)
1 Say on pay in foreign legal regulation and in Czech Capital Market Undertakings Act Abstract Say on pay is a legal instrument for shareholders to influence and control executive remuneration in companies. This is done primarily through voting at general meetings, where companies seek shareholder approval when establishing remuneration. The Say on pay system, which is based on aligning the interests of the company, the shareholders and the directors, thus provides a formal mechanism for shareholders to express their views and preferences on executive remuneration. This thesis provides a comprehensive view of the EU Say on pay regulation for listed companies and begins with a historical overview of its development in Europe. It thoroughly describes the legal requirements imposed by the EU Directive and maps out in detail the obligations regarding transparency and shareholder engagement in executive remuneration matters. It then examines the process of implementing the EU Directive into national legal systems, focusing on the approaches of the Czech Republic and France. It examines in detail the legal frameworks of both countries and highlights the differences in their implementation of Say on pay regulation. For a comprehensive overview of the regulation, it is necessary to explain the legal requirements...
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Study Logistic Concept in Manufacturing Company
Flídr, Jan ; Šimeček, Jan (referee) ; Jurová, Marie (advisor)
The thesis is focused on the implementation of kanban system in the company Daikin Device Czech Republic s.r.o. The theoretical part describes the principles of logistics, lean production and inventory management, including their basic tools and methods. In the practical part of the thesis, Daikin Device Czech Republic Ltd. is introduced, where the analysis of the current state of supply logistics in the production hall is performed. Based on the analysis is designed kanban system including the way of its implementation. Furthermore, the risks of kanban system implementation are analyzed. Finally, the economic and uneconomic benefits of the kanban system for the company are evaluated.
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Business contracts concluded with consumers
Polák, Jindřich ; Liška, Petr (advisor) ; Flídr, Jan (referee)
Business contracts concluded with consumers Abstract This diploma thesis focuses on the issue of unfair terms in consumer contracts. This topic presents a particular sector of the legal regulation of business contracts concluded with consumers. The Czech republic's regulation on unfair terms in consumer contracts derives from the law of European union. In particular it concerns the Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts. The system of protection introduced by the Directive is based on the premise that the consumer is in a weak position in regards to both his bargaining power and his level of knowledge. This leads to the consumer agreeing to contract terms drawn up in advance by the trader without being able to influence their content. Therefore, the Directive forbids such term if, contrary to the requirement of good faith, it causes a significant imbalance in the parties' rights and obligations arising under the contract, detriment to the consumer. Initially the Czech legislator implemented said Directive in an inapt manner. These shortcomings are being repaired by the recently adopted amendment to the Civil Code and Act on Consumer Protection. This amendment also reflects the current development of the European union's consumer law. The core of this thesis is the...
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SPAC - Special Purpose Acquisition Company
Rosenthaler, Jan ; Pelikán, Robert (advisor) ; Flídr, Jan (referee)
SPAC - Special Purpose Acquisition Company Abstract Special Purpose Acqusition Company (SPAC) is an alternative method of stock exchange entry which is used primarily in the USA but has also appeared in the Czech Republic. It is a company established for the sole purpose of listing on the stock exchange and then merging with a selected target company that wishes to go public in a way other than through an IPO. The merger will provide the target company with funds from investors in addition to the listing. They have already invested in the SPAC but can withdraw from the investment if they disagree with the selection of the target company. The thesis deals with basic introduction of the SPAC and determination of its specifics such as the position of the sponsors, who select the target company. Subsequently, the whole process of the SPAC existence is described. Emphasis is placed on its formation, listing on the stock exchange, raising funds from investors and selecting a target company. A special section is then devoted to the target companies' merger forms, of which there are several from a legal perspective. The most widespread is the reverse merger, which is not known in the Czech legal system, so it was necessary to pay special attention to it within the work. There are many reasons for using SPACs from...
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Issues regarding selected conditions for participant exclusion in public procurement proceedings
Hourová, Aneta ; Horáček, Tomáš (advisor) ; Flídr, Jan (referee)
1 Abstract Issues regarding selected conditions for participant exclusion in public procurement proceedings This dissertation deals with issues surrounding specification of conditions for participant exclusion in public procurement proceedings with special focus on the condition contained in section 48(5)(d) of Act No. 134/2016 Coll., on public procurement procedure ("PPP"). The issue presented by the condition for exclusion in section 48(5)(d) PPP, which states that the contracting authority may exclude a participant from the procedure on grounds of unsuitability, relates to how this is achieved in practice according to the rules and principles of the PPP and the regulation of the quality of competition (unfair competition). This dissertation draws attention to the limitations of section 48(5)(d) PPP and its application, and critically analyses and evaluates its subject. According to the current jurisprudence of the Office, the exclusion of a participant can often be unsuccessful due to a confusing interpretation of the rules of its application. The Office for the protection of competition has stated that for a successful exclusion of a participant under section 48(5)(d) PPP, the contracting authority must satisfy an evidential burden and prove that a misconduct by a reliable supplier has occurred. This...
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The notification of lack of conformity and consumer remedies in contracts for the sales of goods
Dvořáková, Anna-Marie ; Flídr, Jan (advisor) ; Čech, Petr (referee)
The notification of lack of conformity and consumer remedies in contracts for the sales of goods Abstract This thesis analyses the notification of lack of conformity and consumer remedies in contracts for the sales of goods. This thesis aims to analyse the provisions of Act. No. 89/2012 Coll., Civil Code, and Act. No. 634/1992 Coll., Consumer Protection Act, including recent amendments by Act. No. 374/2022 Coll., which entered into force on 6th January 2023, and reacted to some problematic practical issues. These provisions will be compared to corresponding provisions of Directive (EU) 2019/771. The first chapter of this thesis focuses on provisions of Civil Code regarding consumer remedies for the lack of conformity. Individual sections of this chapter describe requirements for conformity, exceptions from lack of conformity, the remedies which a consumer is entitled to, and the hierarchy of these remedies. Furthermore, the notification of lack of conformity is described according to sections 1922 and 2165 of Civil Code. The recent amendments regarding the liability of the seller for any lack of conformity existing at the time of delivery are also described. Furthermore, the thesis deals with the obligation to notify, according to which the consumer has to inform the seller of a lack of conformity within a...
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Role of notary and notarial record in company law
Machurka, Radek ; Flídr, Jan (advisor) ; Josková, Lucie (referee)
Role of notary and notarial record in company law This thesis deals with the Czech legal regulation of notarial deeds, the position and activities of a notary public in the field of company law, especially with regard to a limited liability company. The main goal of the thesis is to provide a comprehensive analysis of the role of a notary public in the preparation of the underlying notarial deeds, emphasizing all their partial requirements, including the supervisory and review activities of a notary public, and frequent interpretative problems concerning (not only) a company name, registered capital and the subject of business and the activities of the companies being established in the context of new digitization processes faced by the notary public during the performance of their activities, confronted with the conclusions contained in the case law of the supreme courts and the current changes in the business law. For the purpose of fulfilling this objective, annexes containing notarial deeds and other documents represent an integral part of the thesis, the partial aspects of which are subject to a more detailed interpretation. In the first part, the thesis briefly deals with the view of the function of a notary public, their remuneration and anchoring in the Czech legislation, pointing out the...
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Indemnity of a commercial agent and determination of its amount
Prusáková, Viktorie ; Flídr, Jan (advisor) ; Patěk, Daniel (referee)
Indemnity of a commercial agent and determination of its amount Abstract Agents play a crucial role for companies by facilitating business activities and building customer relationships. Commercial agency introduces several legal and economic questions, in particular remuneration of agents, both during the course of the agency and after its termination. Following the termination of a commercial agency agreement, the question often arises as to how to fairly determine the amount of indemnity to be paid to agents for their past work. The aim of this thesis is to provide a detailed description and explanation of the calculation method for the agent's indemnity and to translate theoretical knowledge gathered from legal theory and case law into practice. The thesis seeks to propose a calculation procedure for the agent's indemnity that is simple, efficient, and allows the parties involved in the agency agreement to avoid the common occurrence of legal disputes in this area. The first part of the thesis focuses on defining basic concepts associated with commercial agency and legal framework governing it. The second part follows, dedicated to the remuneration of the commercial agent. The third chapter then delves into special indemnity for an agent, including its definition, challenges, and legal regulations. The...
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