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Types of shares in limited liability company
Bronišová, Paula ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
This thesis focuses on types of shares in limited liability company. The concept of variability of shares was introduced by the Business Corporation Act, with a purpose to make limited liability company more attractive. There are many issues concerning this concept, preventing its effective use in practice. The aim of this thesis, is to identify current interpretational disputes and attempts to adumbrate possible outcomes and solutions. This thesis also reflects the proposal of amendment of the Business Corporation Act which was approved by the Government and passed to the Chamber of Deputies in June 2018. This diploma thesis consists of six chapters, which are further divided into subcategories. The first chapter introduces a concept of share in a limited liability company, its legal definition, understanding and related issues, The second chapter provides an overview of different types of shares, their classification as ordinary and special shares, and briefly outline the concept of variability of shares in selected foreign legal systems. The third chapter focuses on the concept of ordinary share and its unclear definition resulting in various interpretations. This section further examines and analyses different viewpoints on definition of ordinary share. The focus of the fourth chapter is the...
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Legal and property situation of a state enterprise
Růžička, Jan ; Zahradníčková, Marie (advisor) ; Eichlerová, Kateřina (referee)
1 Legal and property situation of a state enterprise Abstract This thesis focuses on the evaluation of the current legislation of a state-owned enterprise in the Czech Republic, especially in the light of the last amendment of the State-owned Enterprise Act, which is effective from 1st January 2017. The aim of this diploma thesis is to describe the valid legislation and also to evaluate the context with other legal regulations and finally to consider the need to preserve the unique legal form of the state-owned enterprise for the future. This diploma thesis is divided into the five chapters. The first chapter contains the brief characteristics of a state-owned enterprise and the definition of the basic concepts. The second chapter describes the historical development of the legal regulations of enterprises managing the state property from the establishment of Czechoslovakia until the year 1997, since when is effective the current State-owned enterprise Act. The third chapter, in four subchapters, analyzes the valid and effective legal regulations of the state-owned enterprise. The first subchapter is devoted to the company bodies of state-owned enterprises, the second to the subject of business and a purpose for which are the state-owned enterprises formed. The third subchapter is devoted to the...
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Rights arising from defective performance of contracts of sale involving an entrepreneur
Strakatý, Tomáš ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
The main goal of this thesis is to identify and analyze problematic aspects of rights arising from defective performance in B2B sale. The analysis is set into a complex description of rights arising from defective performance. The work reflects relevant decisions of courts, national, European and international legal regulations and other texts. The thesis is divided into nine chapters including introduction and ending. The chapters are divided systematically in order to complexly introduce rights arising from defective performance to a reader, while problematic aspects of mentioned legal institute are continuously presented to a reader. In such cases those aspects are always analyzed, relevant propositions of a professional public are discussed, the author critically examines them and presents his own propositions and possible interpretation points of departure. After the introductory chapter the author defines criteria, which are deciding for a legal regime of B2B sale. At the beginning of the third chapter the author explains reasons, why he is using term obligations and rights arising from defective performance instead of a traditional term liability for defects. Then this chapter analyzes sole defective performance, a dispositive nature of obligations arising from defective performance, a...
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Single management and instructions in the group of companies
Mach, Ota ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The main purpose of this thesis is an introduction to the new Czech group law with special emphasis on the right to give instructions to the dependent entity. The whole thesis is based on the deliberation, if the legislator succeeded in finding an adequate balance between the looser French attitude and the German regulation, which is primarily based on the protection of minority shareholders and creditors. The first chapter of the thesis is focused on the term "single management" and describes its main features - group interest, single policy and coordination and conceptual management. Moreover, the importance and form of declaration of a group is examined. A declaration of a group is a formal requirement that enables using advantages such as specific way to settle damage within the group. Following chapters are dedicated to the terms "instruction" and "management of business". It is generally forbidden by law to give instructions regarding the management of business with the exception of group instructions. The thesis explains in detail what is meant by management of business using elaboration in judicial decisions of Czech courts. Other ways how to impose influence (other than giving a direct instruction) are described as well. Particular attention is paid to the personnel changes in the bodies...
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Purchase of commercial establishment - a comparison of Czech and German law
Dočekalová, Libuše ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
This thesis compares assets deals under Czech and German law. It provides an analysis of the concept of a business undertaking from the point of view of Czech and German law, draws attention to the various transfer mechanisms of a business undertaking, and assesses and compares the position and risks of the purchaser and third parties when buying a business. The first part of the thesis defines the concept of a business undertaking under Czech law and explains its nature under German law, taking into account that German law has no legal definition of a business undertaking. The chapter concludes with an explanation of the similar aspects of the understanding of a business undertaking in both countries, while also highlighting the differences under Czech and German law. In the second part of the thesis, business undertakings as an object of purchase are examined by means of a comparative method. An analysis of the two different ways of structuring the transfer of a business undertaking is provided: transfer of the whole business undertaking vs its transfer as an aggregate of individual items through a singular succession. The third part of the thesis is dedicated to the position of the purchaser, focussing mainly on the risk of assumption of debts pertaining to the business undertaking and the...
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Consumer credit.
Chudoba, Jan ; Liška, Petr (advisor) ; Eichlerová, Kateřina (referee)
This diploma thesis analyzes legislation governing consumer credit. In the recent past, a notable development has occurred in this particular area of consumer protection, especially in the field of European legislation. This development has also been reflected in the Czech legal system due to the necessity of transposing European directives. This diploma thesis describes the development of consumer credit legislation at European level starting with Directive 87/102/EHS and also by the Consumer Credit Directive and the Mortgage Credit Directive, which is the last legislative act of the Union legislator in this area and in the domestic legal system starting with Act 321/2001, following with Act 145/2010 and finishing with the current legislation by the Consumer Credit Act. The Consumer Credit Act contains a comprehensive regulation of the activities of providing and mediating consumer credit, regulation of entities operating on the consumer credit market as well as rights and obligations in the provision and mediation of consumer credit. The first chapter defines terms needed to understand consumer credit issues such as consumer, credit and consumer credit terms. The first chapter also contains a basic description of the issue of consumer protection, which, as a legal area, covers all areas of legal...
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A governing body acting beyond its powers
Koráb, Jan ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
Name: A governing body acting beyond its powers Recodification of civil law has changed the way in which business corporations have been acting. Governing body members are currently representing trade corporations as its representatives. This shift, which is that governing body members became the representatives of business corporations opened the possibility of discussion about the nature of authorization of governing body to act on behalf of the trade corporation and about the possibility of acting beyond its powers. My thesis was called "A governing body acting beyond its powers". I used as a base for this work the wide authorization that governing body possesses in acting on behalf of the trade corporation and its possible limitations by law. Work has been divided into following main chapters. In the chapter dedicated to the basic terms I wrote about the definiton of governing body, the legal capacity of a legal person and character of governing body acting on behalf of the trade corporation, which is according to me sui generis. Another chapter was devoted to the possibility of acting beyond its powers. Inner division of this chapter is based whether the consequences of acting beyond its powers applies only inside or outside as well. The chapter about the proper form of acts on behalf of trade...
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Shares as securities
Škodová, Magdalena ; Patěk, Daniel (advisor) ; Eichlerová, Kateřina (referee)
This Master's degree thesis focuses on shares from in the context of provision of stock law in the context of provision on securities or book-entry securities under civil law. In the first part the quality of connection of the right and the list is analyzed including situations when the shareholder's right can exist independently of the security list. Also the definition of securities is reviewed which apply to shares only with certain reservation described here. The functions and the most important features of shares, such as the substitutability and tradability of shares on a regulated market, are also discussed. The thesis further reflects the fact that the share can also be issued as a book-entry security, the regulation of which has been separated from the category of securities and therefore forms a separate category. The last alternative is the share in the form of an immobilized security whose character is based on the adjustment of the securities as the share's list is preserved, as well as the book-entry securities through registration in the register. The second part analyzes registered shares and bearer shares. These forms of shares are distinguished by their requisites, but also by the extent of the limitations that are set out in these forms. Above all, it is a ban on bearer shares in...
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Released share
Pašek, Dominik ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The subject of this master thesis is a released share. The paper is divided into 2 main parts which correspond with 2 main goals of this thesis - a detailed analysis of general provisions on a released share and analysis of the collision of provisions governing the released share and a share pledge. In the general part of the thesis, the released share is described thoroughly, as well as the process of how the companies have to deal with it. The structure of the general part follows the structure of the Business Corporations Act. Firstly, the released share is described, followed by the sale of released share with all its problems, settlement share and the process the company follows after the settlement share is paid out, i.e. the transfer of the released share to the remaining members or reduction of registered capital. In the general part of the thesis I also compare the effective legislation and the amendment of Business Corporations Act which is being prepared at the time of writing this paper and which could bring solutions to many problems arising out of the effective legislation. In the special part, which I assume to be the key part of this paper, I analyse the collision of regulations of released share and share pledge. To begin with, I describe the rights of the pledgee to the released pledged...
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The concept of due managerial care in Czech legal order
Dvořák, Michal ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
1 Abstract This thesis deals with the issue of due managerial care in the Czech legal order. While using descriptive, analytical and comparative methods, it offers a complex discussion of this duty of members of statutory bodies of juridical persons which functions as cogent regulation of a certain level of loyalty and due care applied while acting on behalf of a juridical person. This work describes and analyses the mentioned issue. Sources of this thesis originate both from Czech and foreign legal backgrounds, some of the foreign ones include the Munich Commentary on the Act on Stock Companies or case law made under the law of the US state Delaware. In the beginning of this thesis, the nature of the relationship between members of statutory bodies and juridical person, which is determining for compensation of damage caused by the breach of duty to act with due managerial care, is inquired. Further, both components of the duty to act with due managerial care are individually explored, both the duty of care and duty of loyalty, along with commentary on the positives and negatives of their implementation in the Czech legal order. The thesis also deals with difficulties related to inverted onus of proof in proving compliance with the duty of managerial care or with the specific compensation for damage caused...
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