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Invalidity, nullity and ineffectiveness of a resolution of general meeting and other bodies of a limited company
Šutko, David ; Čech, Petr (advisor) ; Horáček, Tomáš (referee)
Invalidity, nullity and ineffectiveness of a resolution of general meeting and other bodies of a limited company Abstract This Master's thesis deals with the issue of invalidity of the resolutions of the general meeting of capital companies in the applicable private law of the Czech Republic. The introduction of this Master's thesis covers the historical development of legislation concerning the general regulation of the limited liability company and the joint stock company with a certain focus on good morals and the invalidity of the resolutions of the general meeting of the capital companies in the territory of the Czechoslovak Republic and its successor state departments. Chapter on the legal nature of the resolutions of the general meeting follows on from this historical definition. Similarly as in the case of historical development, legal nature of the resolutions of general meeting is first addressed in historical context, more specifically before the year 2014. The purpose of this analysis is to define the basic theoretical assumptions, which are also applicable to the legal nature of the resolutions of the general meeting at the time of applicability of the Civil Code and the Business Corporations Act. The chapter is concluded with a finding that the change in the legal nature of the resolutions of...
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The evaluation criteria in public procurement
Černá, Anna ; Horáček, Tomáš (advisor) ; Liška, Petr (referee)
The main aim of this diploma thesis is to provide a comprehensive analysis of legislation of evaluation criteria with its main focus on quality criteria taking account of decision practice of the Office for the Protection of Competition, case law of administrative courts and foreign and also domestic practice of awarding of the public contract. The diploma thesis is divided in five chapters, with each chapter being split in subchapters. The first chapter presents a brief overview of the public procurement legislation and intends to describe its basic aims and purposes. The second chapter focuses on legislation of quality criteria. The subject of the third chapter is the act of contracting authority prior to the launching of the procurement procedure and with it relating preliminary market consultation and award criteria. The fourth chapter deals with individual evaluation criteria including unnamed criteria and proposes the outline of the foreign practice of evaluation with the Best Value Procurement method. Furthermore, the chapter deals with the subjective award criteria in the light of the case of administrative courts and decision practice of the Office for the Protection of Competition. The last fifth chapter is devoted to the evaluation of tenders, deals with the changes to the award...
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Commercial Terms and Clauses in Business Transactions
Ševečková, Jelizavěta ; Horáček, Tomáš (advisor) ; Pelikán, Robert (referee)
1 Abstract Commercial Terms and Clauses in Business Transactions This diploma thesis is focused on the topic of commercial terms and clauses in business transactions. Legislation of commercial terms remains concise, but it contains some news in comparation with the previous legislation valid until January 1st 2014. A major novelty is the issue of conflicts of commercial terms (the battle of forms), the rules for unilateral change and also newly grounded content corrections in the form of surprising arrangements. This fact provides a space for professional literature to create a variety of views and answers to the questions that legal practice provides. Today, commercial terms are a common part of contracts. Using the terms greatly accelerates the contracting process and reduces the costs. Commercial clauses contained in some interpretative rules are also frequently used, mainly in the international business. The aim of this thesis is to analyse how business law experts respond the questions regarding to commercial terms and clauses. As a part of my work, I have also looked at the legislative solutions in the UN Convention on the International Sale of Goods CIGS, the Principles of international trade agreements UNIDROIT and the Principles of European contract law PECL. In the first chapter I defined the...
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Public procurement in the fields of defence and security after adoption of the Act on awarding public procurement and comparison with the previous legislation
Herout, Štěpán ; Horáček, Vít (advisor) ; Horáček, Tomáš (referee)
Public procurement in the fields of defence and security after adoption of the Act on awarding public procurement and comparison with the previous legislation Abstract This thesis is focused on the analysis of the legal regulation related to public procurement in the fields of defence and security. Major part of this thesis is devoted to specific rules for the public procurement of defence and security contracts. However, a significant amount of space is also devoted to selected provisions, which are not listed in Book Ninth of the Act no. 134/2016 Coll. on Public Procurement, and yet they are significantly related to the issue of defence and security. For a comprehensive and sufficiently detailed analysis of the relevant legal area this work draws not only from the personal experience of the author of this thesis with the topic, but also from doctrinal literature, but also from case law of the Office for the Protection of Competition, the Regional Court in Brno, the Supreme Administrative Court and also from selected decisions of European case law. Since the issue of public procurement in the fields of defence and security has undergone significant changes in relevance with the adoption of Act no. 134/2016 Coll. on Public Procurement, this thesis contains in the relevant chapters a comparison of the...
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Application of competition law on the markets with multisided platforms
Mikeš, Stanislav ; Černá, Stanislava (advisor) ; Horáček, Tomáš (referee)
1 Application of competition law on the markets with multisided platforms Abstract This rigorous thesis deals with a phenomenon of multisided platforms from the competition law perspective with a special focus on online multisided platforms. A notion of multisided platforms is explained in the thesis as well as its implications for the competition law. It is then examined how a market structure of a multisided platform influences a process of delimitation of a relevant market and assessment of a market power as two basic pillars of every competition law analysis. Theoretical findings are then confronted with a selected decision-making practice of EU and national competition authorities dealing with the phenomenon of multisided platforms. The thesis is structured into four main chapters. Chapter One contains a brief introduction into the subject-matter and sets out goals of this thesis which are to present the phenomenon of multisided platforms, explore its specifics and show how the methods of competition law analysis needs to be adapted in other to correctly assess all the specifics of the multisided platforms. Chapter Two presents various definitions of multisided platforms in academic literature. Potential categories of multisided platforms are presented in this chapter. The notion of multisided...
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The General Meeting of a joint stock company
Káninská, Markéta ; Čech, Petr (advisor) ; Horáček, Tomáš (referee)
Resumé A joint stock company is a very common type of a company to which many legal provisions are dedicated. Since a joint stock company represents much more complicated legal entity, compared to other types of companies, the regulation of the organizational structure of a joint stock company is very detailed. The supreme body of a joint stock company is the general meeting, which has an irreplaceable function within the organizational structure of the company. General meeting is the most important organ of a joint stock company by means of which the shareholders exercise their right to participate on the management of the company and decide the most important matters. The theme of my thesis: "General meeting of the joint stock company" is rather complex. Since the detailed study of this theme would significantly exceed the scope of this thesis, I decided to write about a specific phase of the general meeting, i.e. the convention of the general meeting, the course of the general meeting and passing of the resolution of the general meeting. I write about general meetings of those joint stock companies, whose securities were not admitted to trading on a regulated market, because they represent the majority of the joint stock companies and they are much more common. In the introductory chapter I talk about...
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Contract for the sale of an enterprise
Pleva, Miroslav ; Černá, Stanislava (advisor) ; Horáček, Tomáš (referee)
Zusammenfassung Der Zweck meiner Arbeit ist es tiefer mit praktischen Fragen des Abschlußprozesses eines Unternehmenskaufvertrags zu befassen, der als ein Spezialvertragstyp im tschechischen Handelsgesetzbuch geregelt wird. Im ersten Kapitel wird eine allgemeine Einführung gegeben, was unter dem Begriff "Unternehmen" im tschechischen Recht zu verstehen ist. Weiter wird behandelt, ob auch andere Vertragstype das Unternehmen in seiner Gesamtheit übertragen können oder sogar dürfen. Der Unternehmenskaufvertrag im Einzelnen wird näher im Kapitel 3 geschildert. Außer wesentlichen Teilen des Vertrags werden vor allem die Verbindlichkeiten des Unternehmens geforscht. So werden diejenige Schulden sortiert, die mit einem Unternehmen zusammenhängen und eo ipso an den Käufer übergehen, und die anderen, die mit dem Unternehmensübertragung nicht betroffen werden. Weiter wird geprüft, wieviel Spielraum haben die Vertragsparteien für eine abweichende Vereinbarung, welche die Menge der übertragenen Pflichte und Rechte betrifft. Es zeigt sich, nach Analyse der ständigen Rechtsprechung, daß solcher Vertrag, der einen "Komplexprinzip" ausschließt, als nichtig bezeichnet werden mußte. Kapitel 5 widmet sich der Problematik des Gläubigerschutzes. Dabei werden die Voraussetzungen und Möglichkeiten dargestellt, die dem Gläubiger...
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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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Comparison of legal regulation of patents in the Czech Republic and the People's Republic of China
Černá, Lucie ; Rozehnal, Aleš (advisor) ; Horáček, Tomáš (referee)
Comparison of legal regulation of patents in the Czech Republic and the People's Republic of China - Abstract This thesis compares legal system of patents in Czech Republic and People's Republic of China with the focus on Patent Laws and other legislation in respective countries. The aim of this paper is to present the approach that Czech and Chinese society adopted with respect to patent law, together with its' historical evolution in both compared countries. This historical insight into the evolution of patent legislation is aimed to help the reader to understand, why certain legislation is present in national patent laws, even though both countries are members of WTO and WIPO and parties to Paris Convention for the Protection of Industrial Property. Another goal of this thesis is to compare the national patent legislation of individual patent institutes, to highlight the differences of such patent institutes and map the influence that the international treaties and international organizations have on the national patent legislation of its' respective country. Finally, this thesis will attempt to briefly introduce the Chinese system of patent enforcement and its practical application when the patentee seeks patent enforcement with Chinese authorities. This diploma thesis is divided into four chapters. The...
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Indirect discrimination against contractors in public tenders
Přindiš, Petr ; Horáček, Tomáš (advisor) ; Liška, Petr (referee)
Indirect discrimination against contractors in public tenders ABSTRACT This thesis deals with the legal regulation of public procurement and focuses on the issues of indirect discrimination of contractors in public tenders and the fact that some economic operators cannot participate in procurement procedures due to unjust obstacles to competition laid down by the contracting authorities. One of the main principles of procurement, principle of non-discrimination is described in detail with a use of opinions of stated by the national courts, the Court of Justice of the European Union and in the decisions of the Office for the Protection of Competition in particular. The author of the thesis tries to describe the means of indirect discrimination that occurred in the past procurement procedures within the area of European Union. Discriminatory behavior of the contracting authorities is captured in a comprehensible way and the author shows practical examples to the reader. That all helps to illustrate why the contracting authority's specific behavior was not in compliance with the rules set out in public procurement. It is the analysis of the decision-making practice of the Office for the Protection of Competition, case-law of the national courts and the European Court of Justice that provides an insight into...
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