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Duties of members of a Limited Liability Company
Dulačková, Kristína ; Patěk, Daniel (advisor) ; Horáček, Tomáš (referee)
The topic of Limited Liability Company is a popular issue among the professional public due to the fact that Limited Liability Company belongs to the most favourite and the most widespread companies. This thesis comprehensively explains duties of members of Limited Liability Company in terms of Business Corporations Act and, where appropriate, compares them with those contained in the Commercial Code. After the brief discourse about Limited Liability Company, its nature and its position among the business corporations, the thesis provides characteristics of a share with emphasis on its qualitative aspect. In the second chapter the schemes of duties of members in works of various authors are first of all compared and critically assessed, and subsequently the own division of duties of members is created. A criterion for the division of duties is the fact, whether they are governed by general or special regulation and in the latter whether the duties arise on the basis of the act, or the Memorandum of Association. The characteristics of duties itself is included in the third to sixth chapters, which successively explain the duty of loyalty, the contributory duty, the liability duty, the duty of additional contribution, the duty of personal participation on a company, the duty to contribute to the...
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Due managerial care and diligence as a criterion for the determination of liability (a legal and comparative analysis)
Krtoušová, Lucie ; Beran, Karel (advisor) ; Kühn, Zdeněk (referee)
Diploma thesis - abstract Due managerial care and diligence as a criterion for the determination of liability (a legal and comparative analysis) Lucie Krtoušová The purpose of this thesis is to critically analyse the interpretation of the concept of the due managerial care and diligence and consider the requirements that a director must comply with. The method used in this paper is the comparative analysis. As a basis of the comparative analysis it is chosen the British concept of fiduciary duties and duty of care, skill and diligence which is compared with the Czech concept of the care of a prudent manager. The thesis is composed of five chapters, each of them dealing with different aspects of the concept of the due managerial care and diligence. Chapter One is introductory and defines basic terminology used in the thesis such as the director, the care of a prudent manager, the duty of loyalty, fiduciary duties and the duty of care, skill and diligence. Chapter Two examines the British concept of fiduciary duties. The chapter consists of five parts. Part One focuses on introduction into the system of general duties of directors. Part Two explains the fiduciary position of a director. Part Three and Four address the two aspects of the duty of loyalty, i.e. the duty to act in the interest of the company and...
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Liability of members of governing bodies of juristic persons
Novotná Krtoušová, Lucie ; Beran, Karel (advisor) ; Kühn, Zdeněk (referee) ; Havel, Bohumil (referee)
Liability of members of governing bodies of juristic persons Mgr. Lucie Novotná Krtoušová Abstract The aim of the presented doctoral thesis entitled "Theoretical Concept of Liability of Members of the Governing Bodies of Juristic Persons" is to determine what requirements can be placed on natural persons who act as members of the governing bodies of juristic persons, and to specify the substance of due managerial care as a legal basis for potential liability. The Civil Code lays down the duty of a governing body member to act with due managerial care in the discharge of his/her office in its general part; the relevant provisions thus apply to members of the governing bodies of all juristic persons under both private and public law, provided that this is compatible with their legal nature. Compliance with the duty of due managerial care - in cases where the governing body members act as representatives of the juristic person - is the decisive criterion for determining whether or not they will be liable to the juristic person for any damage caused in the discharge of their office. However, it is questionable whether this is a case of fault-based liability for breach of a legal duty or strict liability for breach of a contractual obligation. The question of whether we will conceive liability of members of...
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Liability of members of governing bodies of juristic persons
Novotná Krtoušová, Lucie ; Tryzna, Jan (referee)
Liability of members of governing bodies of juristic persons Mgr. Lucie Novotná Krtoušová Abstract The aim of the presented doctoral thesis entitled "Theoretical Concept of Liability of Members of the Governing Bodies of Juristic Persons" is to determine what requirements can be placed on natural persons who act as members of the governing bodies of juristic persons, and to specify the substance of due managerial care as a legal basis for potential liability. The Civil Code lays down the duty of a governing body member to act with due managerial care in the discharge of his/her office in its general part; the relevant provisions thus apply to members of the governing bodies of all juristic persons under both private and public law, provided that this is compatible with their legal nature. Compliance with the duty of due managerial care - in cases where the governing body members act as representatives of the juristic person - is the decisive criterion for determining whether or not they will be liable to the juristic person for any damage caused in the discharge of their office. However, it is questionable whether this is a case of fault-based liability for breach of a legal duty or strict liability for breach of a contractual obligation. The question of whether we will conceive liability of members of...
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Liability of members of governing bodies of juristic persons
Novotná Krtoušová, Lucie ; Tryzna, Jan (referee)
Liability of members of governing bodies of juristic persons Mgr. Lucie Novotná Krtoušová Abstract The aim of the presented doctoral thesis entitled "Theoretical Concept of Liability of Members of the Governing Bodies of Juristic Persons" is to determine what requirements can be placed on natural persons who act as members of the governing bodies of juristic persons, and to specify the substance of due managerial care as a legal basis for potential liability. The Civil Code lays down the duty of a governing body member to act with due managerial care in the discharge of his/her office in its general part; the relevant provisions thus apply to members of the governing bodies of all juristic persons under both private and public law, provided that this is compatible with their legal nature. Compliance with the duty of due managerial care - in cases where the governing body members act as representatives of the juristic person - is the decisive criterion for determining whether or not they will be liable to the juristic person for any damage caused in the discharge of their office. However, it is questionable whether this is a case of fault-based liability for breach of a legal duty or strict liability for breach of a contractual obligation. The question of whether we will conceive liability of members of...
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Comparison of duty of loyalty of a member of governing body of a company and duty of loyalty of a company member
Hubáček, Tomáš ; Josková, Lucie (advisor) ; Tomášek, Petr (referee)
The Duty of Loyalty of a Director of a Company and the Duty of Loyalty of a Member of a Company in Their Mutual Comparison Abstract According to the valid legislation, both the member of a company and the director of a company are subject to the duty of loyalty. The duty of loyalty has different content in relation to these persons and affects them with different intensity. The aim of this thesis is to compare selected aspects of the duty of loyalty of the member of company and the director of company. The first part presents initial doctrinal and judicial evolution of the duty of loyalty of the member of company and the director of company in the legal order of the Czech Republic. Furthermore, the essence (creative elements) of the duty of loyalty of mentioned persons is discussed. In this context, legal doctrine concludes that the essence of loyalty of the member of company and the director lies, amongst other matters, in contract. However, each of these persons has a different obligation, which is associated with different rights and duties of the relevant members of company's bodies. The aim of the first part is to develop the issue, which I consider crucial for understanding arguments and conclusions presented in the thesis. In the second part, I try to identify the interest which the member of company...
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Liability of members of governing bodies of juristic persons
Novotná Krtoušová, Lucie ; Beran, Karel (advisor) ; Kühn, Zdeněk (referee) ; Havel, Bohumil (referee)
Liability of members of governing bodies of juristic persons Mgr. Lucie Novotná Krtoušová Abstract The aim of the presented doctoral thesis entitled "Theoretical Concept of Liability of Members of the Governing Bodies of Juristic Persons" is to determine what requirements can be placed on natural persons who act as members of the governing bodies of juristic persons, and to specify the substance of due managerial care as a legal basis for potential liability. The Civil Code lays down the duty of a governing body member to act with due managerial care in the discharge of his/her office in its general part; the relevant provisions thus apply to members of the governing bodies of all juristic persons under both private and public law, provided that this is compatible with their legal nature. Compliance with the duty of due managerial care - in cases where the governing body members act as representatives of the juristic person - is the decisive criterion for determining whether or not they will be liable to the juristic person for any damage caused in the discharge of their office. However, it is questionable whether this is a case of fault-based liability for breach of a legal duty or strict liability for breach of a contractual obligation. The question of whether we will conceive liability of members of...
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Criminal liability for breach of the duty of due managerial care
Bárta, Petr ; Gřivna, Tomáš (advisor) ; Bohuslav, Lukáš (referee)
IN ENGLISH Criminal liability for breach of the duty of due managerial care The aim of this thesis is to analyze the duty of due managerial care and its attributes for the members of the statutory bodies of the capital companies including the rule of entrepreneurial judgment, the instructions of the General Meeting, the delegation of powers of the statutory body of entrepreneurial judgment and the criminal law aspects of the violation of the care of a goodman. The diploma thesis consists of four chapters. The first chapter briefly describes the basic issues of capital companies. The second chapter deals with the duty of due managerial care of the statutory bodies of capital companies and its attributes, emphasizing the changes brought about by the recodification of private law. First, the duty of loyalty is analyzed, as one of the basic stones of duty of care of a good manager, then attention is paid to the expected care and the approach of its definition. The third chapter deals with general parts of criminal law, which first deals with the possibility of using criminal law, and the attention is then paid to the subjective side and unlawful circumstances. The circumstance of exclusion of illegality is highlighted by a mistake, especially in the context of expert advice, by its influence on...
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The duty of due managerial care of a member of governing bodies of limited companies in comparison with the British legal regulation
Procházka, Tomáš ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
This diploma thesis deals with the regulation of the duty of due managerial care of members of a governing body of a limited company. The aim is to evaluate Czech national law with respect to the relevant British law rules. Another objective is to propose de lege ferenda amendments to current state of law. The thesis is divided into three chapters The first chapter defines the duty of due managerial care and the content of duties imposed on members of a governing body of a company in Great Britain. Judicial decisions of both jurisdictions reveal that directors are not expected to have a knowledge possessed by a specialist. However, good general knowledge is required. Subsequently, the dual objective / subjective standard is introduced. Lord Hoffmann borrowed the test set by the Insolvency Act 1986 and stated that such a test should not just apply during insolvency. The second chapter is dedicated to fiduciary duties and the position of duty of loyalty within the scope of due managerial care. The aim is to present the subjective test covering acts exercised to promote the success of a company. The standard rests upon the idea that directors must exercise their discretion bona fide in what they consider, not what the court may consider, is in the interest of the company. Another field of interest is...
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The concept and content of due managerial care
Král, Richard ; Patěk, Daniel (advisor) ; Eichlerová, Kateřina (referee)
The subject matter of this Master's thesis is to describe and to analyze the legislation of the fiduciary duties as well as the related questions such as the business judgment rule and the request on the management decisions. The fiduciary duties represent the standard of acting which must be respected by the member of the elected body during the exercise of the managerial power. The business judgment rule, however, protects the members of the elected bodies from unjustified accusations of the violation of the standard of the acting while in the final consequence represents the protection of the authority to undertake the decisions. The request on the management decision represents an exception from the common rule, solely entrusting the management of the business into the hands of the statutory body. The main aim of this thesis is to describe and to analyze the listed legislations including the crucial questions arising from these issues together with the suggestion of the solutions. The diploma thesis consists of four chapters. First chapter presents the introductory treatise on the implementation of the legal establishment of the corporate governance together with the emphasis on the economical output. The second chapter is dedicated to the very merit. The legislation of the fiduciary duties,...
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