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"Simultaneous performance of function of statutory body of capital company and employment relationship"
Hadrbolcová, Martina ; Patěk, Daniel (advisor) ; Eichlerová, Kateřina (referee)
6 Simultaneous performance of function of statutory body of capital company and employment relationship Abstract The topic of this rigorosum thesis is the issue of prohibiting performance of a function of the statutory body of a capital company while simultaneously having an employment relationship with that same company, which was inferred by judicature in the early 90s of the last century. However, despite this prohibition, the simultaneous performance of function of the statutory body and employment relationship is common practice in the Czech Republic. In fact, it provides this statutory body or its member a protection, which otherwise belongs by law only to employees. However, as a follow-up to the current Supreme Court decisions, there have appeared some opinions that judicature has finally resolved this issue of simultaneous performance. So, the aim of this rigorosum thesis is to appraise whether we can consider this issue as resolved or not and what new practical problems this new Supreme Court's interpretation causes. This rigorosum thesis is divided into eight main chapters. The first one and second ones are dedicated to the theoretical basis and basic characteristics of the dependent work and the performance of a function of the statutory body. The third chapter is dedicated to comparison of...
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Energy Law of the Czech republic
Blahoudková, Gabriela ; Handrlica, Jakub (advisor) ; Eichlerová, Kateřina (referee)
Energy law of the Czech Republic Abstract The diploma thesis is devoted to the Energy law of the Czech Republic and its main purpose is to analyse the regulation of enterprise in the energy sectors under public law. The thesis concentrates mostly on the regulation under the Energy act, but it also reflects relevant regulation contained in other statutes, regulations, European Union legislation or international agreements. The thesis also reflects the consequences of the stated regulation for the enterprises performing business activities in the energy sector. For this purpose, the thesis distinguishes between various entities operating on the market with (i) electricity, (ii) gas and (iii) heating. Besides it also defines what preconditions individual subjects must meet to perform the activities in energy sector and what obligations the energy law imposes on them. In this context the thesis concentrates on the instruments of legal regulation used in this field, especially the licence, the certificate of independence and the state authorization for the construction of the power stations or some gas facilities. Moreover, the thesis compares stated legal tools with legal tools used abroad; in particular with legal tools used in the Slovak Republic and the Federal Republic of Germany that were chosen because of...
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Duty of care, skill and dilligence in Czech court case law
Klusáková, Barbora ; Eichlerová, Kateřina (advisor) ; Patěk, Daniel (referee)
The purpose of the diploma thesis "Duty of care, skill and dilligence in Czech court case law" is to analyze the approach of Czech courts case law to the selected issues related to the duty of care, skill and dilligence and to evaluate it with regard to the interpretation of legal regulation, doctrinal interpretation, theoretical and historical knowledge. The thesis consists of two main chapters which deals with research of two actual questions selected to the purpose of the thesis. The first chapter deals with the question whether the duty of care, skill and dilligence can be considered as an objective or subjective standard, i.e. according to which standard should the actions of persons who are obliged to act with the duty of care should be measured. Based on the performed analysis, the author's own opinion on the issue is expressed and subsequently the approach of the Supreme Court of the Czech Republic in its individual decisions is evaluated. The concept of care as a subjective sharpening of the objective standard is critically evaluated. The second chapter is devoted to the issue of the nature of the duty of care, specifically the question of whether it can be considered lawful or contractual with regard to changes in the law of liability after the recodification of civil law. Its solution...
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Acquisition of the right of ownership to a share in a limited liability company from a non-entitled person
Treutlerová, Hana ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
and keywords Acquisition of the right of ownership to a share in a limited liability company from a non-entitled person The subject of this thesis is the analysis of the institute of the acquisition of the right of ownership from a non-entitled person in relation to a share in a limited liability company. The thesis analyzes the various aspects of the acquisition from a non-entitled person in relation to the share in a limited liability company on the basis of a share purchase agreement. With regard to the forms of shares in a limited liability company, which in addition to a business share may also be represented by a common certificate, the institute of acquisition from a non-entitled person is analyzed in relation to both forms of shares. The work is based on the identification following by analysis of the main questions, which lead first to find out whether the provisions on acquisition of share from a non-entitled person can be applied. Conclusions will then be applied to each acquisition method according to the relevant provisions on acquisition from a non-entitled person. The thesis is divided into five chapters. The first chapter is devoted to the legal regulation of the transfer of a share in a limited liability company and provides a basic insight into the regulation of a transfer of a...
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Corporate veil and its limits in the Czech Republic
Vorlíček, Antonín ; Eichlerová, Kateřina (advisor) ; Pelikán, Robert (referee)
Corporate veil and its limits in the Czech Republic This thesis deals with the corporate veil of a company and related legal institutes. Moreover, the thesis interprets instruments that can lead to responsibility or liability of shareholders for the company's obligations. The thesis identifies three model situations related to the corporate veil and the question of its possible pierce that are recognized by foreign legal systems. The first chapter of the thesis focuses on the description of basic Czech legal institutes connected to the corporate veil, which are the concept of legal person and its legal personality, classification of legal persons and separate ownership of a company and a shareholder. The end of the first chapter is focused on a description of corporate veil itself and foreign doctrine of piercing the corporate veil. The second chapter of the thesis describes instruments of Czech company and civil law which may result in piercing the corporate veil between the shareholder and the company. Shareholder's statutory liability, cases of business groups (influence, controlling, and concern) and other theoretical institutes that are potentially able to conclude delict liability of a shareholder for obligations of the company: principles of fair act, and prohibition of apparent abuse of a...
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Duty of care, skill and dilligence in Czech court case law
Klusáková, Barbora ; Eichlerová, Kateřina (advisor) ; Patěk, Daniel (referee)
1 Abstract The purpose of the diploma thesis "Duty of care, skill and dilligence in Czech court case law" is to analyze the case law of the Czech courts with regard to the legal regulation of the institution "duty of care" and to the opinions of the legal doctrine. The thesis consists of three main chapters. The first chapter deals with the theoretical and historical bases of the care of a proper manager, it encounters especially the issues of corporate governance and the Roman and Czech historical development of the term. The second chapter is focused on the current concept of proper managerial care and its partial aspects. The argumentation of the court with regard to the conclusions of the legal doctrine is analyzed and criticized in more detail. The last chapter presents the institute of the rule of business judgment, corrective standard of care. Its principles and conclusions of the court are examined in more detail. The analysis showed that the case-law conclusions of the Supreme Court of the Czech Republic are applicable even after changes in the legal framework within the recodification of private law, albeit with minor exceptions. In particular, the case law of the Criminal Senate and some of its conclusions are criticized. Nevertheless, it can be summarized that we can rely on the interpretation...
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Business Corporation v. Trust Fund from a Creditor's Point of View
Kolenský, Lukáš ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
Business Corporation v. Trust Fund from a Creditor's Point of View Abstract This diploma thesis deals with the analysis of the legislation regulating the functioning of limited companies and trust funds, specifically the issues of importance for the position of their external and residual creditors. The main goal of the thesis is to compare the mentioned entities and to gradually answer the question, which of them is more attractive for the creditor's position, and under what conditions respectively. The thesis is composed of a relatively shorter general part and of a main special part, together internally subdivided into eight partial articles. Regarding the applied methods, the thesis mainly uses analysis and comparison of domestic legal rules; the case law, mostly domestic, is quoted in order to present concrete manifestations of general rules in real instances. Following the definition of the subject of the thesis in its introduction, the general part firstly defines and examines, to the extent necessary, the concept of limited company, trust fund and the person of a creditor. In addition thereto, the thesis provides an explanation of the consequences of defects in legal acts. Special part of the thesis firstly concentrates on the issues of importance to the creditors arising in connection to the...
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Legal regulation of content of B2C contracts (from the perspective of consumer protection)
Opolzerová, Kristýna ; Patěk, Daniel (advisor) ; Eichlerová, Kateřina (referee)
1 Legal regulation of content of B2C contracts (from the perspective of consumer protection) Abstract This diploma thesis is dedicated to the legal regulation of the content of the consumer contract from the perspective of the consumer. In particular, the thesis is aimed at the adjustment of the unfair terms regulation which analyses profoundly. The transposition of the European regulation and possible shortcomings are evaluated. The thesis is divided into six main chapters, which develop the topic from general basics to the specific aspects of the consumer protection against unfair terms used by the entrepreneurs. The first chapter deals with the consumer protection in general, presents the main characteristics of consumer law and outlines the most important sources of legal regulation, including constitutional principles. The second part specifies the essential definitions related to the topic and used throughout the diploma thesis. The emphasis is given to the problems associated with the concepts of consumer contracts and entrepreneurs and consumers as contractual parties. The third chapter looks id detail into the subject of unfair terms when it comprehensively deals with the general definition of unfair clauses in the Unfair Terms Directive and the Civil Code. The emphasis is given to the each...
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Concurrence of membership in the governing body of a limited company and employment in the same company
Liška, Štěpán ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
Concurrence of membership in the governing body of a limited company and employment in the same company The purpose of this master thesis is to provide comprehensive answer to the question of the admissibility of the concurrence of the function of a member of the statutory body of a capital trading company and employment relationship with the same company (concurrence of functions), especially with regard to the change of legislation brought by the recodification of private law effective from 2014. With the concurrence of functions, it is necessary to distinguish between situations where the subject of the employment relationship are actions falling within the competence of the statutory body (identical concurrence) and when the subject of the employment relationship are other actions (non-identical concurrence). The question of the concurrence of functions is a frequently discussed topic. That is mainly for the reason that many companies have established relationships with members of their statutory body in this manner. The area of the concurrence of functions was in the past and still is insufficiently statutory regulated. Most of the rules in this area are, therefore, inferred by case-law. The thesis is divided into six chapters. In the first part of the thesis, the basic theoretical concepts...
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Pledge over business enterprise and its part
Zabadal, Michal ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
This thesis focuses on selected interpretation issues accompanying the particular stages of the existence of a pledge over a business enterprise. First, the thesis provides the basic definition of a business enterprise, with an emphasis on the characteristics relevant for the pledge purposes. In addition to the analysis of its legal definition, the thesis comes to defining the business enterprise as a special kind of a collective asset. The text further focuses on the moment the pledge over the business enterprise is created. It concludes that the pledge over the business enterprise itself, including each individual asset forming it, is created upon constitutive registration in the registry of pledges. The centrepiece of the analysis supporting this conclusion is represented by the concept of a business enterprise as a functional unit, which is dealt with as a such by the law, and not only in connection with the creation of a pledge. The next part of the thesis addresses the consequences of this mode of creation of a pledge for the protection of the good faith of third parties. It comes to the conclusion that, if a third party acquires a right in rem to a particular asset forming the pledged business enterprise, in good faith in the absence of its encumbrance, where the pledge over the business...
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