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Trade usages
Křenek, Jakub ; Pelikán, Robert (advisor) ; Eichlerová, Kateřina (referee)
Trade usages Abstract This thesis deals with trade usages in Czech law. The main focus of the work is the decisions of the highest court system, regional and high courts, and the general question of trade usages in Czech legal science. The introduction defines the issue and points to the limits of the work, which are numerous, given the multidimensional nature of the problem under study and the relatively limited possibilities of legal science to respond adequatelly to all of them. The first part of the thesis defines the notion of trade usages from the perspective of Czech law and international trade law, defines trade usages in relation to similar institutions and further develops the position of custom in the Czech legal system. The second part discusses the issue of case law and its binding force - how the unifying function of the Supreme Court works, the binding force of the Constitutional Court's rulings, how the case law on trade practices works in the individual articles of the supreme court system, and the influence of the European Convention of Human Rights on the quality of judicial decision-making and the manner of publication and correct using of case law in general. The third part discusses the history of trade usages in the Czech legal system, through the legal order of the Austrian monarchy...
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Corporate social responsibility of limited companies and its impact on the standard of due managerial care
Stříteská, Eva ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
In my master's thesis I focus on the corporate social responsibility (CSR) within a joint stock company and a limited liability company. The aim of this paper is to define the CSR and to find out the ways in which corporate social responsibility displays in the company. Displays of the CSR are described on the most widespread company in the world - join stock company. This thesis composes of four chapters. The first chapter focuses on the development of corporate social responsibility and on its minuses and pluses for the company. The next chapter attempts to define the purpose and the interest of the company. In general, we can say that the joint stock company is found for the entrepreneurial purpose and its main task is to produce a profit to its founders. However, that does not mean that such purpose is the only possible purpose of the company. Regarding interest of the company, this thesis analyses the most fundamental approaches to this topic and the approach which the Czech company law uphold regarding this matter. The third chapter focuses on the obligation of joint stock company's governing body to act according to the duty of care. The chapter describes the components of this duty and the haven in the form of business judgemental rule. To define the duty of care is important for this paper...
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Sale of goods in shops in the process of reform (new directive to regulate sale of goods and its implementation in Czech law)
Fárník, Tomáš ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
Sale of goods in shops in the process of reform (new directive to regulate sale of goods and its implementation in Czech law) Abstract The thesis analyzes the directive of the European parliament and Council (EU) on certain aspects of contracts on the sale of goods and its transposition into Czech law. Since both the directive and the implementing national legislation have yet to enter into force, the thesis also reflects on the law currently applicable, highlights possible issues and answers the question whether these will be solved, deepened or whether the directive shall give rise to new issues altogether. Part one deals with the scope of application of the rules set out in the directive. The national legislature has chosen to limit the personal as well as material scope of the application of the special provisions of the Civil Code concerning the sale of goods in shops (newly "the sale of goods to consumers"). Rules contained in the directive shall in the future apply only to the sale of movable material goods, provided the person buying these goods is a consumer. The currently very broad application of these provisions, which consider the "sale of goods in shops" to include not only the sale of immovable property, but under certain circumstances also the sale of goods to other entrepreneurs, is being...
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Non-competition clause in M&A transactions from the perspecitve of Competiton Law
Pavlík, Filip ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
The presented thesis with a title "Non-competition clauses in M&A transactions from the perspective of Competition Law" aims to comprehensively analyse the content and the question of conclusion of non-competition clauses with emphasis on the context of M&A transactions and the reasons for their conclusion. The main contribution of this thesis is to provide a comprehensive overview of the conditions of validity of non-competition clauses when these are observed, it is possible to consider the non-competition clause as agreed between the parties of the relevant M&A transaction as justified and proportionate, with a minimum risk of such clause being revoked and also provide a practical perspective on the matter of their negotiation based on an analysis of a representative sample of completed transactions. In the first chapter, first, I am briefly dealing with the general definition of competition, and subsequently with the concept of non-competition clause, its impact on competition and where it can be found in practice. The second chapter deals with a summary of the most important European and Czech legal regulation on non-competition clauses and Commission soft-law. In chapter three, I am dealing with the concept of M&A transactions, the reasons for making them and their division. In the second...
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Commercial agent's indemnity
Marková, Jana ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
Commercial agent's indemnity Abstract The thesis deals with an indemnity of a commercial agent. It focuses mainly on determining whether an agent is entitled to the indemnity and on its calculation. The indemnity is a unique legal institution in continental law. In assessing whether a right to indemnity arises and determining the amount of the indemnity, it is necessary to consider the equity of its payment. The assessment of the equity is, in the first instance, left to the parties to the agency contract. Moreover, the current legislation does not expressly provide for the method of calculating the indemnity. Therefore, it is a unique and unclear legal regulation, leading to legal uncertainty for both the agent and the principal. The case law of Czech courts and literature on this topic is still scarce. This paper aims to interpret the legal regulation of indemnity and thus offer guidelines for its correct application. The legal regulation of indemnity in the Civil Code is a transposition of the Directive 86/653/EEC which was based on the legal regulation of the German Commercial Code. Therefore, the thesis is largely based on the case law of the CJEU and German literature and case law, which has developed the dogmatics on indemnity for decades and offers solutions to a large number of issues not yet...
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Securities and booked securities - changes in legislation
Manderla, Matěj ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
Securities and booked securities - changes in legislation The purpose of my thesis is to analyse enactment of securities in the New Civil Code. Current legislation in Act on Securities is not considered as satisfactory in many ways. Recodification of civil law brings a great opportunity to clarify current interpretational issues and approximate Czech law of securities to developed countries of Western Europe. In this thesis I shall asses if the new piece of legislation will be successful in achieving such goal. The thesis is composed of nine chapters, each of them dealing with different aspects of securities law. Chapter One is introductory and defines concept of a security and its historical development. Chapter Two deals with issues related to definition of a security in Czech law. It focuses on the absence of legal definition of a security in current Czech law and analyses definitions of jurisprudence. Chapter Two analyses the legal definition of a security in New Civil Code and addresses the issue of definition of a security in relation to booked securities. Chapter Three is concerned with a security as a subject of legal relations. The main issue addressed in Chapter Three is security as a tangible thing. Chapter Four concentrates on separation of securities represented by a certificate and...
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Protection of competition - block exemptions
Šafaříková, Barbora ; Horáček, Vít (advisor) ; Pelikán, Robert (referee)
PROTECTION OF COMPETITION - BLOCK EXEMPTIONS The main purpose of my thesis is to describe and analyze one aspect of a block exemption regulation for vertical agreements, namely resale price maintenance. The thesis is composed of six parts, one of them dealing with block exemptions in general and the rest of them focusing on resale price maintenance. Chapter one introduces the topic of block exemptions and explains the features of block exemptions that are common to all of them. Chapter two presents the definition of resale price maintenance and describes the difference between fixed, minimum, maximum and recommended prices. Chapter three describes economic theories, which have influence on legal treatment of resale price maintenance. The chapter is divided into three subchapters, whereas the first one explicates pro-competitive effects of resale price maintenance, the second one focuses on its anticompetitive effects and the third one summarizes the economic theories of impact of resale price maintenance. Chapter four examines the legal framework of resale price maintenance in European law. Firstly, it describes the treatment of fixed, minimum, recommended and maximum prices. Then it analyzes resale price maintenance as an object restriction and examines possible exemption under Article 101 (1) of...
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Compensation for damage caused by breach of competition rules
Holásek, Martin ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
66 Compensation for damage caused by breach of competition rules Abstract This thesis analyses actions for damages for infringements of the competition law, an area newly regulated by Directive 2014/104/EU of the European Parliament and of the council of 26 November 2014 on certain rules governing actions for damages under national law for infringements of the competition law provisions of the Member States and of the European Union. A main purpose of this thesis is to describe specific aspects of actions for damages for infringements of the competition law, introduce alternatives to provisions of the Directive, identify the impact of the Directive on successful private enforcement of damages and evaluate a new proposal for a statute transposing the Directive into Czech law. The thesis is divided into eight chapters. Chapter One contains a brief introduction which is followed in Chapter Two by an evaluation of the necessity of this Directive and of its scope. Chapter Three deals with indirect purchaser's standing and passing-on defense, where it is noted that this change brings more complexity into the proceedings and the lack of indirect purchasers' motivation to sue is still persistent. Chapter Four describes certain possibilities of collective redress. Chapter Five is the main chapter of this thesis and...
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Due managerial care and diligence and liability for their breach in a limited company
Sosna, Jakub ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
The requirement to perform duties with reasonable care and loyalty under the threat of liability is a basic standard every corporate director must meet. The aim of this thesis is to analyse the content of this standard and liability within the context of new re-codification of Czech private law. In doing so, the author focuses on interpretative possibilities and problems that may occur. Chapter One is an attempt to connect the main topic with a broader context of law and economics knowledge in order to define leading requirements for company regulations. Chapter Two consists of three parts. Part One briefly describes content of fiduciary duties. Part Two refers to duty of loyalty. The author aims to answer a traditional task to whom the corporate directors serve. The author argues for so-called enlightened shareholder value model. This model requires director to promote the success of the company for the benefit of its shareholders as a whole. In doing so, they need to take into account the company's stakeholders' interests and the impact of the company's operations on the community and the environment. Part Three examines to what extend company directors have to exercise general knowledge, skills and experience that they are expected to have. Chapter Three investigates a task of director's...
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