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The Legal Status of a Member of the Statutory Body of a Dependant Joint Stock Company
Štaňko, Silvie ; Černá, Stanislava (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
(EN) The dissertation deals with the issue of the legal status of a member of the statutory body of a joint stock company in a situation when the influence of the concern's controlling entity interferes with his/her powers. Attention is paid in particular to the definition of the boundaries of due care and to the binding nature of the concern's guidelines and instructions. In preparing the dissertation, general methods of scientific work, such as deduction, analysis, synthesis and the descriptive method, were used. In addition, specific formal legal methods were employed, namely grammatical interpretation, logical interpretation and systematic interpretation (considering the context and place of the provisions from the point of view of the legal regulation, the system of private law, as well as from the point of view of the entire Czech legal system). As supporting methods, historical interpretation (the rules prior to the recodification of private law) and teleological interpretation (reasoning that uses the meaning of corporate law) were applied. Furthermore, the comparative method was used to a considerable extent in the preparation of the dissertation. This involves both a comparison with selected foreign rules (German, British and French) and a comparison with rules at the Community level. The...
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Types of shares in limited liability company
Srbová, Kateřina ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Types of shares in limited liability company Abstract Prevailing non-mandatory rules in the Business Corporations Act give considerable possibilities to the party autonomy of its addressees, so they can agree on their own regulation of rights and duties for certain matters, if the law allows it. Types of shares in limited liability company are one of those matters, which is also the topic this diploma thesis deals with. In accordance with the Business Corporations Act, memorandum of association can admit formation of different types of shares in the limited liability company. However, this act does not specify in more detail which types of shares can be or can not be in limited liability company created or what the limits of its formation even are. The main aim of this diploma thesis is to determine those limits and also rights and duties connected to the share that are possible to be modified or excluded and whose modification can create individual different types of shares in limited liability company. This diploma thesis consists of three main chapters which are further divided into subchapters. The first chapter is devoted to the share in limited liability company as a general legal term, its content and its delimitation as a subject of legal relationships. The second chapter is aimed at the limits...
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Classes of Shares in Limited Liability Companies
Lála, Daniel ; Černá, Stanislava (advisor) ; Dědič, Jan (referee) ; Josková, Lucie (referee)
1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...
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Ascertaining beneficial owners of limited business corporations and the legal consequences of discrepancies in their register
Tocik, Jan ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
1 Ascertaining beneficial owners of limited business corporations and the legal consequences of discrepancies in their register Abstract The ongoing EU regulatory developments in the area of anti-money laundering and combating the financing of terrorism have brought obligations to identify and register data on beneficial owners of legal persons and legal arrangements. Beneficial owners are, in the most general sense, natural persons who, on a factual or legal basis, directly or indirectly, control a legal person or legal arrangement, own a significant share in it or draw a substantial part of funds from its capital resources. The main purpose and objective of these obligations is to ensure increased transparency of these legal entities so that they cannot be easily exploited for the perpetration of (financial) crime. In order to implement the latest European legislation into the Czech legal system, the Czech legislator adopted (and is currently amending) Act No. 37/2021 Sb., on the Register of Beneficial Owners, which regulates this legal matter in a general and comprehensive manner. The object of this thesis is the analysis of the new statutory regulation and the assessment of whether it is capable of achieving its objective, which is to ensure increased transparency of legal persons, specifically in the...
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Legal aspects of financing a limited liability company conducting business in the field of modern technologies
Maixner, Dan ; Černá, Stanislava (advisor) ; Hurychová, Klára (referee)
Legal aspects of financing a limited liability company conducting business in the field of modern technologies Abstract This thesis deals with the issue of financing limited liability companies that operate in the field of modern technologies, otherwise known as startups. This type of companies is characterized by several specific features that usually make them unable to be financed by banks or similar financial institutions. Startups are therefore financed by specific joint stock companies set up for this purpose in one of two ways. Either through the direct purchase of equity in the company or through a convertible loan. The former approach is referred to as equity financing, while the latter is referred to as debt financing. The description and comparison of these two approaches with respect to their benefits and shortcomings is the main focus of this thesis. In the first chapter, the term startup itself is examined in detail. By synthesizing the definitions of various authors, the basic elements that a company should have in order to be called a startup are presented. Next, it is discussed why startups in the Czech Republic exist in the form of limited liability companies. The second chapter is devoted to the entities that provide startups with support, whether financial or otherwise. Further chapters...
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MIFID (Markets in Financial Instruments Directive)
Jůvová, Veronika ; Černá, Stanislava (advisor) ; Liška, Petr (referee)
56 Summary The aim of my diploma thesis is to outline the changes that the transposition of the MiFID directive (Markets in Financial Instruments Directive) brought to our judicial code. I chose the topic because I have always been interested in the issue concerning the capital market, and from my point of view, the directive is the crucial point of the field. This thesis enables the readers to get familiarized with the current regulation of the capital market. The first chapters of my thesis give an outline of the development of the European capital market regulation, with focus on the special process of carrying the community legislation, created by Lamfalussy process. The next chapter is dedicated to the development of the Czech capital market and its incorporation in the European capital market, and the special characteristics of the Czech capital market. The following chapters are dedicated to the MiFID directive, about which I would like to inform the readers from the point of view of a European legislator and so clarify the purpose of its regulation. Furthermore, there are chapters describing particular areas which the MiFID modification relates to. First, I focus on the jurisdiction of the MiFID and the capital market organization with focus on the realization of the control over it. Second, I...
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The name of a company, the concept of its legal regulation and protection
Hegerová, Kristína ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Resumé The aim of my thesis, as anticipated in the introduction, was to introduce to the reader the topic of company-name law with all its key institutes headed by the company name as such. In the process of executing the thesis I worked with older, as well as current literature, legislation and judicature while simultaneously using internet sources. I have made effort to provide a complex view of company name and the legal regulation related thereto, including the regulation on international and foreign (Slovak) level. Therefore, having carried out a general discourse on the concept and meaning of company name, I introduced the thesis with a brief historical excursion into the development of this insitute in the area of the Czech Republic which, as I believe, has provided at least an elementary base for understanding the current progress trends, as well as the current regulation in this field. This was followed by a part focused on the current Czech regulation, in which I closely adressed myself to the principles of company-name law and consequently to the particular means of protecting the company name which where, at the same time, the focal point of my studies of this matter. As I believe, that also in this field it is impossible to default the importance of the international regulation, I made an...
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The Board of Directors in a joint-stock company and the position of its members
Bukovská, Kateřina ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
BOARD OF DIRECTORS OF THE JOINT-STOCK COMPANY AND STATUS OF ITS MEMBERS The goal of my study is to analyse the joint-stock company, in particular the board of directors and their main duties and responsibilities. The reason for my research is my interest in company law and engaging topics related to the joint-stock company I have questioned while studying the matter. The thesis is composed of six chapters, each of them dealing with different aspects of a board of directors of joint-stock company. Chapter One is introductory and defines theoretical grounds. The chapter is subdivided into two parts. The first part outlines basic terminology used in the paper and explains the organisational structure of a joint-stock company. The second part deals with statutory models of a joint-stock company. Chapter Two describes the historical evolution of the joint-stock company. Primarily, it explains the predecessors of the joint-stock company followed by origins and development of current legal forms of joint-stock companies. Chapter Three is subdivided into three parts and focuses on legal aspects of dualistic and monistic model of governance. Part One examines the dualistic type, part Two the monistic and the last part reviews European Company. Chapter Four illustrates problems resulting from competency of...
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Dissolution of a business company with special regard to the dissolution with liquidation of property agreed upon by company members
Stiborová, Eva ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
71 Název diplomové práce v anglickém jazyce / Title in English: Liquidation of a company with the intention of voluntary liquidation. Resumé v anglickém jazyce / Résumé in English: Liquidation of a company is important condition for its dissolution. Liquidation occurs on the basis of legal facts, which are listed in the law. Czech law allows the company to liquidate company through two modalities of liquidation: with the liquidation and without liquidation. Without going into liquidation, the company is terminated, if transferred its assets to its legal successor, in other cases liquidation of assets is required. The bankruptcy is not involved into manners of liquidation. It is the legal fact, on which company has to be liquidate - the company is liquidated by termination of bankruptcy because of bankruptcy plan was to be realized or by termination of bankruptcy because of total insufficiency of debtors' property. The liquidation is a settlement of property relations. Liquidation is carried out by liquidator, the body of company sui generis. The liquidator shall be appointed by the one who decided on the liquidation. In the case of a voluntary liquidation, the liquidator shall be appointed by the company, in the case of involuntary liquidation (winding-up) liquidator is appointed by the court. The court...
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