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Types of Shares in a Limited Liability Company established to realise an innovative project
Šťástka, Vojtěch ; Černá, Stanislava (advisor) ; Eichlerová, Kateřina (referee)
Types of Shares in a Limited Liability Company established to realise an innovative project Abstract The research task of this thesis is to analyse and describe the specific challenges related to the possibilities in the Czech Republic of modifying the types of shares in limited liability companies established for the purpose of realising an innovative project in practice referred to as a startup. The aim is therefore to seek answers to the defined theses related to this matter. In the first two chapters, this thesis focuses mainly on the basic legal definition of the concepts related to limited liability companies and their shares in the Czech Republic. The following chapter describes what a startup is and how and by what means innovative projects are realised. The fourth and fifth chapters analyse the historical legal development of the Czech legal regulation of the types of shares in a limited liability company, considering the major changes made to the relevant legislation in the last ten years. The sixth chapter analyses the limits of modification of the rights associated with shares in a limited liability company, including addressing the general limits and focusing on specific rights associated with shares by law, including the right to participate in the general meeting, the right to information,...
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Insolvency of a Controlled Person and the Consequences for the Corporate Group
Hlavatý, Radim ; Černá, Stanislava (advisor) ; Liška, Petr (referee)
This thesis deals with the insolvency of a controlled person and its legal consequences for a corporate group under the Companies Act and the Insolvency Act. The aim of this thesis is to outline the consequences of the insolvency of a controlled person under the Companies Act for the controlling person of the corporate group and to analyse the special regime of the Insolvency Act affecting the other members of the corporate group in the insolvency proceedings of the controlled person. It begins by discussing the concepts that are central to this thesis, particularly with regard to their conceptual background. The subsequent chapter examines the consequences of the insolvency of a controlled person for the controlling person under the Companies Act. Particular attention is paid to the consequences of the insolvency of a controlled person caused by the conduct of the controlling person under the business groups regime and the action to supplement liabilities. The thesis in this part evaluates the business groups regulation and deals with the cases in which a duty may be imposed on the controlling person under an action to supplement liabilities. The thesis also discusses the provisions of the Insolvency Act that contain special rules for members of the same corporate group as the debtor. In this...
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Acquisition of Shares by Employees of a Joint-Stock Company
Lžičař, Jan ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The presented work deals with the acquisition of shares by employees, which is one of the forms of employee financial participation employees. The thesis first defines the concept of employee financial participation and then comparatively examines how this institution is regulated in European, German, and Czech law. As part of the definition of terms, the different forms of employee financial participation are defined, and this institute's main principles and advantages are identified. The next chapter is dedicated to European regulation. On this level, several soft law documents have been drawn up which set out the main principles and best practices that may lay the groundwork for specific national arrangements for employee financial participation. The enforceable European hard law rules are then examined, particularly in company law. The provisions laid out in the Codification Directive allow Member States to encompass concessions that enable companies to facilitate the preferential acquisition of shares by employees into their legislation. However, European hard law regulating employee financial participation hardly goes beyond this framework and it does not consider the findings formulated in soft law (in particular, the PEPPER reports). The next chapter focusing on German regulation describes...
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Company name and registration of a limited liability company in the commercial register
Krulichová, Michaela ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Company name and registration of a limited liability company in the Commercial Register Abstract This thesis deals with the topic of "company name". It clarifies it's legal basis, formation and the conflict between a company name and a trademark according to Czech law. It consists of three parts which are further structured into three to four chapters. In the first part theoretical foundations of the legal concept "company name" i.e. its legal definition, formation, disposition, and protection are laid down. The second part deals with the procedures for registration of a limited liability company in the light of the current European law developments. Notable amendments have been introduced in the process of registering a limited liability company through a notary. The third part is devoted to the conflict between a company name and a trademark. It provides an impetus for considerations de Lege Ferenda. The apprehension of the legal basis of the subject matter enables to get to the basis of the topic. Emphasis is placed on clarifying controversial issues. The thesis deals with the specific issues of the nature of the rights to the "company name", transfer of property rights to the "company name", the degree of compliance with the requirements of European law, simultaneous exercise of trademark rights and...
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Status of shareholder under EMCA (in comparison with Czech law)
Válková, Kateřina ; Eichlerová, Kateřina (advisor) ; Černá, Stanislava (referee)
This thesis deals with the status of a minority shareholder from the perspective of EMCA and its comparison with the current Czech legal system. The author of the thesis asks the question whether the selected provisions of EMCA could help to increase the protection of minority shareholders under Czech law, and for this purpose analyses the text of EMCA and selected provisions of foreign legislations that served as inspiration for EMCA. In the first chapter, the author presents the EMCA as a model act, the adoption of which is not binding, but is intended to serve as an inspiration and a means of convergence of the legal systems of the Member States of the European Union. This chapter also describes the concept of EMCA, its purpose and its systematics. It also briefly outlines the basic principles of the EMCA in relation to minority shareholders and presents the general clause for the protection of minority shareholders. In the second chapter, the author discusses each of the selected institutes that the EMCA identifies in its text as necessary to enhance the protection of minority shareholders. This chapter is divided into subsections, and the author discusses in turn (a) the minority shareholder's right to defend against dividend starvation, (b) the minority shareholder's right to a special...
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Insolvency of a Subsidiary Corporation and its Group Consequences
Smetanová, Eva ; Černá, Stanislava (advisor) ; Pelikán, Robert (referee)
Insolvency of a Subsidiary Corporation and its Group Consequences Abstract The thesis deals with insolvency of a subsidiary corporation and its group consequences. The thesis focuses on description and analysis of consequences of subsidiary's insolvency putting emphasis on parent company and the way in which creditors of a subsidiary can protect their claims within the Czech corporation and insolvency law. The keynote of the thesis is the fact that the economic reality of operation of a corporate group collide with the separate entity principle and the doctrine of limited liability. First the thesis analyses the ways how the parent company exerts influence over the subsidiary, because on its relation to the subsidiary depend the consequences concerning the responsibility for the insolvency of the subsidiary. Then the concept of de facto directors and shadow directors is explained. This concept is based on the real economic direction of the corporation, so the creditors could reach the assets of parent company by this concept without using the ultimate means as the doctrine of piercing the corporate veil. Finally, the thesis describes particular institutes of Czech corporation and insolvency law that provides for consequences that the insolvency of the subsidiary could cause in the sphere of the parent...
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Specific aspects of using trusts in business relations
Adámková, Nikola ; Černá, Stanislava (advisor) ; Tomášek, Petr (referee)
The main aim of this thesis is at examining and describing the legal conditions and limits of the use of trusts in commercial relations, primarily the advantages that trusts can offer to commercial relations and the possible difficulties of their legal regulation. The thesis is based on the fact that the current legislation does not contain special provisions regulating the specifics related to the existence and activities of a commercial trust. It is the absence of explicit regulation and relevant case law, as well as the lack of Czech legal literature focused on commercial trusts, that lead the author of this thesis to use foreign literature, not only to describe and answer some of the uncertainties associated with the current legal regulation of trusts, which are most evident in their involvement in commercial relations. The first part of the thesis contains a brief description of the history of the institute of trust, which originally developed as an institute for the preservation and maintenance of family property and as a more flexible alternative to the inheritance law. The history of the trust helps to understand why the use of trusts in commercial relations is not particularly developed in the Czech legal environment, in contrast to the renewed use of this institute in family relations....
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Pitfalls of application of the legal regulation of types of shares in a limited liability company
Spousta, Jan ; Tomášek, Petr (advisor) ; Černá, Stanislava (referee)
- Pitfalls of application of the legal regulation of types of shares in a limited liability company This thesis focuses on the issue of the types of shares in a limited liability company. This relatively new concept was introduced into Czech civil law by a recodification effort effective from 1 January 2014, and from the beginning it, like any substantial change in law, has been accompanied by ambiguities in interpretation. As of 1 January 2021, an extensive amendment to the Act on Business Corporations comes into force, which aims, among other things, to resolve some controversial issues and interpretive ambiguities. This work has a very similar goal and to some extent is based on the amendment to the Commercial Corporations Act. The thesis is thematically divided into four consecutive chapters. The first chapter generally introduces the share in a limited liability company and the possibility of emitting different types of shares. This part represents the starting point for further considerations and thus forms the basis of the whole thesis. The first chapter is followed by the second chapter with an overview of standard typology of shares, with basic share and a share with special rights. This chapter also contains a critical assessment of the need for such typology and the implications of this...
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The rights and duties of members of a limited company in liquidation
Brendlová, Eliška ; Josková, Lucie (advisor) ; Černá, Stanislava (referee)
The diploma thesis deals with the change in the content of some rights and duties of members of limited companies after the company enters into liquidation. The legal regulation of liquidation is generally not sufficiently represented in the current legal regulations and its interpretation is not always clear. Also, court decisions and conclusions of legal theory regarding the liquidation of capital companies, which would help to clarify some controversial areas, are not very common at present. In the case of a more specific issue of the rights and duties of members after the company's entry into liquidation, the situation is even more unclear. Although liquidation legislation is generally considered to be successful, it contains a large number of ambiguities which cause problems in its interpretation. The aim of this work is to objectively analyze the individual selected rights and duties of the members of the liquidated limited company, the content of which is internally changed due to the company's entry into liquidation, to point out these content changes and draw attention to any problems or ambiguities that may arise. Furthermore, the aim of this work is to try to find solutions to the above problems and ambiguities. Apart from the introduction and conclusion, the work itself consists of...
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Protection of competition from the perspective of control of concentrations between competitors
Hora, Šimon ; Černá, Stanislava (advisor) ; Liška, Petr (referee)
Protection of competition from the perspective of control of concentrations between competitors Abstract One of the basic areas of competition law is concentration between undertakings. The protection of competition, as a subject of competition law, requires the assessment of concentrations and the authorization of concentrations in cases where mergers are likely to give rise to a structural change of a lasting nature in the market. The thesis deals with individual aspects and institutes decisive for assessing the concentration of competitors, whether from the point of view of Czech or European legislation. Considerations and interpretations of individual aspects of mergers are based on decision-making practice, in particular by the Office for the Protection of Competition and the European Commission. The purpose of this thesis is to present in detail the institutes of merger control and look at them critically in order to answer the essential question posed in the introduction of the thesis, whether the current rules for assessing mergers are able to effectively protect competition even in today's dynamic times. In the individual chapters, first, space is devoted to the general presentation of competition and its importance, as well as to competition law. In the following chapters, the thesis...
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