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Anonymous shareholders and conditions for their identification
Vařbuchta, Marek ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The anonymity of shareholders and non-transparent ownership structures of joint stock companies belongs to the most discussed issues of these days in terms of corporate law. The significant changes in relevant legislation and unresolved questions of the anonymity of shareholders are the reason I decided to focus on this topic. The main purpose of my thesis is to analyze the anonymity of shareholders and conditions of their identification, primarily regarding the recent recodification of the Czech civil law and the legislation being prepared not only in the Czech Republic but also at EU-level. The thesis is composed of six chapters. Chapter One is introductory and deals with the history of the anonymity of shareholders and their identification within the Czech territory. Chapter two is concerned with the problems that resulted from enacting the Bearer Share Abolition Act. Next two Chapters concentrate on current Czech legislation regulating the anonymity of shareholders and conditions of their identification, represented in particular by the Business Corporation Act and other relevant statues. These chapters are subdivided into several parts which thematically deal with the anonymity based on the form of shares, information publicized in the Commercial Register or the conception of a trust; it also...
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Rights and duties of a member of the association of owners of (residential) units
Pazderová, Kateřina ; Štenglová, Ivanka (advisor) ; Josková, Lucie (referee)
In my Diploma thesis I focus on rights and duties of the member of the Community of owners of housing units. The Community of owners of housing units and related issues are regulated in Act No. 72/1994 Coll., the Flats Ownership Act. Some general regulation can be found also in the Civil Code. First of all, in the introduction of my Diploma thesis I wanted to describe the reasons that lead me to choose this theme. After that I explained the methods I used in the process of completing of this thesis. After the explanation of the choice of the theme and the methods I concerned with the general regulation of the Community. In this chapter I described the birth of the Community and its articles of association. Here I was concerned with the approval and content of the articles of association and also with so called model articles of association and situations, when they are applicable. I also mentioned the regulation of bodies of the Community. According to Flats Ownership Act, the compulsory bodies of the Community are the meeting of unit owners and the statutory body, which can be represented either by committee or by the authorized owner. There is also a possibility to create special bodies of the Community by specific adjustment of the articles of association. At the end of this chapter I analyzed the...
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Abuse of majority or minority votes in a capital company
Szmuda, Jozef ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Abuse of majority and minority votes within the corporate enterprises This thesis analyzes the possible abuse of majority and minority votes within the corporate enterprises in light of a fundamental changes of civil legislation brought by the Act No. 89/2012 Coll., the Civil Code of the Czech Republic, as amended, and the Act No. 90/2012 Coll., on business companies and societies (Czech Business Corporations Act) as amended. This examination provides a baseline comparison of new legal rules with the existing legislation and highlights the most important changes that were adopted in the form of the new regulation. On the basis of the analysis, the author evaluates the advantages of the new law and attempts to identify problems that may occur when the law comes into force. The applicability of the existing case law to the new legislation was one of the objectives of the paper. The author came to the conclusion that the applicability of the law is limited to the fundamental legal principles and rules only. The reasoning is that the abuse of majority and minority votes in the corporate enterprises is of such a special nature that it would not be desirable to create any definite rules of interpretation for all the cases or the so-called typical cases. On the contrary, the court should be very careful...
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Derivative acquisition of the share
Vrba, Jan ; Zahradníčková, Marie (referee) ; Josková, Lucie (referee)
The presented rigorous work named Derivative acquisition of the share consists of five chapters, two of which is an introduction and conclusion. In the first chapter the author introduces the reader to the concept of the share, because it is crucial for all the work. The strangeness of the shares is explained mainly on the basis of its quantitative and qualitative determination. In the second chapter, the author briefly mentions the acquisition of the share in the original way, i.e. acquisition of such share which was never owned before. In the Czech legislation, this can be achieved by two similar ways, either during the establishment of the company nor by the accession of the new shareholder during the increasing of the registered capital. Derivative acquisition means the acquisition of the ownership of the share from the previous owner, either by his will or without it. The main part is in one of the third chapter's subchapter, entitled Share transfer agreement. The author pursues the necessities of the transfer share agreement in detail, both those that are laid down by the law, as well as those that are set by the practice of the courts. In addition, the author also proposes additional optional arrangements that may be in the share transfer agreement, and that such right of first refusal or...
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Legislation regarding the incorporation in the Czech republic and Great Britain in comparison
Kopecký, Martin ; Josková, Lucie (advisor) ; Štenglová, Ivanka (referee)
Legislation regarding the incorporation in the Czech Republic and Great Britain in comparison. The thesis aims to evaluate the legislation of the Czech Republic and Great Britain regarding the process of incorporation and issues related to newly established companies. The thesis also proposes changes to Czech legislation and seeks to determine which of the systems is more favorable for the founders. The thesis comprises seven chapters, each of them dealing with different aspects of the process of incorporation in both countries. The introductory first part defines the principal aim of the thesis, points out problematic areas and explores difficulties arising with regards to language and translation. Chapter one is subdivided into three parts and deals with legal framework of both countries as well as the matter of legal personality. Chapter two, which is subdivided into two parts, is devoted to the definition of what constitutes a company. First, companies recognized under British law are introduced; second, the four types of Czech companies are described. Chapter three is subdivided into two parts and deals with methods of incorporation. These methods are shortly introduced and, in the second part, the normative method of incorporation in the Czech Republic is described. Fourth chapter is composed...
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Liability of members of the board of directors and supervisory board from a comparative perspective
Dubanská, Barbora ; Černá, Stanislava (advisor) ; Boháček, Martin (referee) ; Josková, Lucie (referee)
"… being a director is a privilege be earned every day…" This quote was taken from a decision rendered by the Australian court in the case of ASIC v Rich, where a substantial pecuniary fine and other sanctions were imposed upon a board member, John David Rich, for breaches of his duties towards the company. The present-day directors of companies hold the positions of modern monarchs; their powers would remain unlimited if not for the current regulations in place. Members of the board of directors and supervisory boards are bound by many duties towards their company as well as other parties. They are not only liable for breaches of their own duties; however, under certain circumstances, they also guarantee for the obligations of the company. Nevertheless, the number of cases involving the enforcement of their duties is, in general, surprisingly very low. a) Objective The primary objective of this thesis is to examine the duties and liabilities of directors and members of the supervisory board on the basis of theoretical concepts and compare them with international law. Whereupon appropriate solutions in respect of Czech legislation will be proposed on the basis of such comparative analysis. b) Applied Methods Comparative analysis was the primary technique applied when constructing this thesis; more...
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The impact of the Delaware effect upon European law
Milič, Kamil ; Josková, Lucie (referee) ; Tichý, Luboš (advisor)
The Abstract DELAWARE EFFECT AND ITS INFLUENCE ON EUROPEAN LAW My thesis deals with Delaware effect in the United States and its effect on European law. The short introduction of my thesis contains the summary of the purpose of my thesis. The aim of my thesis is to compare the situation in the United States and in Europe in respect of incorporations of companies and to find out if the similar competition between corporate charters as it occurred in the United States can occur or has already occurred in Europe. After short introduction, I describe the beginnings of the competition between states in the USA to attract incorporations. Moreover, I describe the triumph of Delaware in this competition. Further, I describe the legal system of Delaware and its uniqueness with respect to corporation law. I characterize main theories concerning regulatory competition, I lay stress on Race to the Top and Race to the Bottom theory. In subsequent part of my thesis I compare the situation in the USA and Europe in respect of company's incorporation. I refer to main theories concerning incorporation, the Seat Theory and the Theory of Incorporation. Consequently I deal with compatibility of the Seat Theory and Incorporation Theory with EU legislation and with the process of company law harmonization within the European...
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Topical issues of corporate governance under Czech and EU law
Poliaková, Riana ; Josková, Lucie (referee) ; Čech, Petr (advisor)
C Summary This thesis deals with selected actual problems of corporate governance in domestic and Euro- pean regulation. There is no widely recognized definition of the term "corporate governance", therefore some are given by the author in the very beginning of the study. Due to the fact that corporate governance is a very complex area regard must be had to the relevant theories which are introduced in Chapter 2 and form the basis for further analysis. According to the OECD findings from June 2009 (Corporate Governance and the Finan- cial Crisis: Key Findings and Main Messages), weaknesses in remuneration, the exercise of shareholder rights, risk management and board practices are identified as the four areas most immediately linked to the financial crisis. Another problem, as reported of in OECD finding from February 2009 (The corporate Governance Lessons from the Financial Crisis), are inef- fective accounting standards and regulatory requirement for auditing. Therefore, these subjects are regarded as the actual problems of the corporate governance. As a result of relatively short compass of this work, only two of these issues have been covered by the author - remuneration related problems and the exercise of shareholders rights - and form the bulk of this thesis. Remuneration related problems are explained in...
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