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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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Contractual penalty as an instrument of confirming a debt in commercial relations
Hořenín, Radim ; Černá, Stanislava (advisor) ; Liška, Petr (referee)
Contractual penalty as an instrument of confirming a debt in commercial relations. The Master degree's thesis is concerned with contractual penalty. The topic was chosen because contractual penalty has been an important often-used instrument of confirming debts for many years. Through its functions, it contributes to compliance with the fundamental principle of private law - "pacta sunt servanda". The aim of the study is to analyse and assess contractual penalty on the basis of valid Czech law, related judicial decisions and professional literature chiefly with the use of language, logical, systematic and teleological method of legal reasoning. The text is based on the Act No. 89/2012 Coll., The Civil Code, which is to become effective on 1st January 2014. The Act's legal rules are compared to the former ones so that the changes of law can be described as a result of recodification of private law. The thesis is focused on the most important and the most discussed issues regarding contractual penalty. Chapter one is devoted to general characterization of contractual penalty with respect to its functions and accessory character. Chapter two deals with the prerequisites for commencement of the claim on contractual penalty - a valid and proper agreement on contractual penalty and a breach of the secured...
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Contract for the sale of enterprise
Trnavský, Vladimír ; Černá, Stanislava (advisor) ; Klimeš, František (referee) ; Zahradníčková, Marie (referee)
THESIS TITLE OF THESIS: Contract for the sale of enterprise AUTHOR: Mgr. Vladimír Trnavský DEPARTMENT: Commercial law department ADVISOR: Prof. JUDr. Stanislava Černá, Csc. The theme of the thesis is "contract for the sale of enterprise". The theme itself is very acctented within the frame of legal practice. The main goal of this work is to outline the development genesis of the legal term enterprise since the time of classical roman law period to the contemporary legal regulation and subsequently, after defining the fundamental charts of the contract for the sale of enterprise, to answer specific questions resulting from the contract for the sale of enterprise in specific situations, i.e. the question of joint ownership of enterprise, legal frame of joint ownership relating to particular components of the enterprise, question of plurality on one or both parties to a contract a its consequences in commercial and labour law. The assess of creation of active and passive solidarity and its impact on the sale of enterprise i salso emphasized. Among the thesis goals also belongs the finding the answer on query of specific property values (for example the shares in cooperative society) with respect to the person who acquires the entrerprise and with respect to possible plurality of buyers. The goal of...
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State Aid Law in the Czech Republic
Buryan, Jiří ; Černá, Stanislava (advisor) ; Horáček, Vít (referee) ; Kindl, Jiří (referee)
UNIVERZITA KARLOVA V PRAZE PRÁVNICKÁ FAKULTA DISERTAČNÍ PRÁCE Právo veřejných podpor v České republice 2012 JUDr. Jiří Buryan, LL.M. Školitel: prof. JUDr. Stanislava Černá, CSc. Summary The subject-matter of the thesis "Právo veřejných podpor v České republice" ("State Aid Law in the Czech Republic") is regulation of state aids within the European Union and especially its impacts on the legal order of the Czech Republic. The author's approach is that the regulation of state aids, although originating from the EU law, has significant impacts into the Czech law, into the areas of business, competition, administrative and civil law. Hence, the basic aim of the thesis is not only to describe the state aid regulation on the EU level but also to specify implications to the Czech law and interactions between the state aid rules and Czech national laws. In this respect, the thesis enters a new field within the Czech academic literature. No other similar work has been published, with exception of Michael Kincls's work "Veřejná podpora v Evropské unii" ("State Aid Law in the European Union") of 2004 which was, however, aimed more as an easily understandable hand-book for public authorities granting aids than as an academic work. In the introductory chapters of the thesis the author explains what is the purpose of the...
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Analysis of merger regulation and economical criteria
Gonda, Pavel ; Černá, Stanislava (advisor) ; Pelikánová, Irena (referee) ; Rozehnal, Aleš (referee)
Analysis of merger regulation and economical criteria Abstract: The United States of America has been the cradle of merger regulation. During the last century, the application of rules connected with merger assessment was evolving in connection with the then-prevalent economic schools (for example the University of Chicago, etc.) and in connection with the amount of regulation of American economy during certain periods. The Courts make decisions whether or not a merger leads or does not to a significant lessening of competition, whereas the petitioners can be persons affected by relevant merger, states or federal antitrust Agencies (FTC or DOJ). The notifications of the merging parties are being filed with the above Federal Antitrust Agencies according to the Hart-Scott-Rodino Antitrust Improvements Act. There are two possible anticompetitive effects of mergers - unilateral effects and coordinated effects. Both effects complement each other. These effects can be prevented by efficiency gains of the merged entity. The merger assessment in the European Union or the Czech Republic is relatively new in comparison with the US. In contrast to the US, the concentrations in the EU and the Czech Republic are cleared by the Antitrust Agencies (namely the European Commission or Czech Competition Office). The decisions...
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Selected Business Aspects of Insolvency Proceedings
Mašek, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Thesis: Selected Business Aspects of Insolvency Proceedings The reason why I have decided for my thesis topic is that the connection between business law and insolvency law is a field which has not been studied comprehensively so far. However my opinion is that these law branches have a lot in common as we can see daily their intersection in many insolvency proceeding. Object of this thesis is to describe the main areas in which clashes insolvency law with business law and then define questions which issue from this clash and answer those on which the Insolvency Act and Business Code do not offer clear answers. As I mentioned the connection between insolvency and business law is not focused comprehensively by doctrine. Therefore I work particularly with decided cases and legal interpretation books as sources for my thesis. The text offers two points of views on this topic. The first is aimed to company (especially its statutory body) which becomes insolvent. The second is aimed to third parties who do business with an insolvent company. The first part of my thesis is engaged in short description of historical development of insolvency law in Czech. Then it is focused on explanation of basic insolvency terminology in context of business law. The second part of the thesis deals with duties of...
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Recognizance of a debt
Samek, Michal ; Černá, Stanislava (advisor) ; Horáček, Tomáš (referee)
Recognizance of a debt The thesis aims to provide overview of judicial and doctrinal solutions of particular issues regarding the recognizance of a debt (as governed by the Czech Commercial Code) and to discuss to what extent the generally accepted solutions could stand up once the Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the "New Civil Code") becomes effective. Following the general introduction the recognizance of a debt is described together with similar legal instruments. Then the thesis focuses on particular issues associated with the instrument of recognizance of a debt, such as methods of identification of the debt being recognized, relationship between recognizance of a debt and set-off, ways of explicit and implicit recognizance of a debt etc. The thesis emphasizes the judicial solutions of these issues and the respective doctrinal scrutiny. The commercial law regulation (as governed by the Act No. 513/1991 Coll., the Commercial Code) is of the main importance. If appropriate, the civil law regulation (as governed by the Act No. 40/1964 Coll., the Civil Code) is used. As the New Civil Code repeals these laws, the thesis looks into the future and attempts to evaluate to what extent the recent conclusions of practice and theory will be applicable. The thesis also...
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The Foundation and Establishment of European Company in the Czech Republic and in Germany
Svobodová, Alžběta ; Černá, Stanislava (advisor) ; Čech, Petr (referee)
This rigorosum work deals with the Foundation and Establishment of European Company in the Czech Republic and in Germany. The new legislation of the European Company entered into force in 2004 and is created by the European Council Regulation No. 2157/2001 of 8. October 2001 on the Statute for a European Company and Council Directive No. 2001/86/ES of 8. October 2001 complementing the Statute for a European Company with regard to the involvement of employees in the European company. This legislation is significant shift in the area of business companies' rights and is the first which allowed the realization of international fusions within the EU/EEA. The main goal of this work is to describe a new isssues of forming European Companies in the states of EU where is this legal form relatively successful - in the Czech Republic and in Germany by way of legal comparison and clarification of disputable provisions of Regulation No. 2157/2001 and national law. There are described in detail five ways of forming a European Company: Merger, formation of a holding company, formation of a joint subsidiary and conversion into European Company of a public limited company previously established under national law and forming the European Company as subsidiary company of existing European Company.
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Unfair competition in view of the latest European legislation
Jarošová, Petra ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
UNFAIR COMPETITION IN VIEW OF THE LATEST EUROPEAN LEGISLATION The purpose of my thesis is to analyze the unfair competition in view of the latest European legislation. The reason for my research is the fact that for the past years the European legislation went through many significant changes. Taking into account the Czech Republic as one of its member, such changes have a direct impact also on the Czech legislation itself. This thesis is composed of two main chapters. The Chapter One examines the current Czech legislation in the field of unfair competition. The Chapter Two defines the core of this thesis and it divides into several subchapters. As the protection of the current European legislation is primarily focused on the consumers, one of the subchapter deals with the statute of consumer. Other subchapters describe the Unfair Commercial Practices Directive, Directive concerning misleading and comparative advertisement, Directive on the enforcement of intellectual property rights and Directive of transmission of audiovisual works. After each of subchapter I provided the conclusions and possible adjustments in terms of de lege ferenda. Concerning the implementation of the above mentioned directives into the Czech legislation it is needed to highlight that the current Czech legislation remain almost...
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Security interest in business share
Novák, Petr ; Černá, Stanislava (advisor) ; Horáček, Tomáš (referee)
75 English summary Lien of the share in a limited liability company The main goal of my thesis "Lien of the share in a limited liability company" is to analyze provisions of the new Czech Civil Code and Corporation Act, which were passed in the spring of 2012. Both statutes come into effect on 1 January 2014. At first I briefly describe the historical development of this issue since 1906, when first a statute concerning the limited liability company was passed in our country. Then I describe the main issues in the provisions of Czech commercial Code. Current legislation concerning the pawn of the share is a very brief one. The main problem, which I introduce, is that the legal possibility of pawning the share depends on the legal possibility of transferring the share. This provision neglects the fact, that the commercial Code defines two types of transfer of the share, that is to another shareholder or to a non-shareholder, i.e. to a person outside the company. The new Czech Civil Code contains a comprehensive legislation of the pawn. Its main assets are wide contractual freedom and protection of the lien debtor. Parties of the pledge contract can enter into contract, that enables the lien creditor to exercise voting rights on the General Meeting. Another, in my opinion controversial, new provision is that...
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