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Status of governing body of business corporation in liquidation
Mach, Jaroslav ; Josková, Lucie (advisor) ; Hurychová, Klára (referee)
Status of governing body of business corporation in liquidation Abstract The frequency of cases of business corporations in liquidation has an increasing trend, however, it cannot be said that the academic interest would sufficiently cover the topic of liquidations. There are still a number of insufficiently answered questions that lead to completely opposite conclusions in practice. This diploma thesis deals with one such issue, which is the position of the statutory body of a business corporation in liquidation. In the ranks of the professional community, one can also encounter certain doubts about the existence of the statutory body of a business corporation in liquidation, that the statutory body should cease to exist. This paper seeks to answer this question through a critical analysis of legal regulations and compilations of works by the professional community. At the beginning the work briefly defines the individual terms in the first chapter for the needs of this work in order to maintain the conceptual unity. The terms are business corporation, statutory body, liquidation and its purpose and, last but not least, the liquidator. First, however, the question of the existence of the statutory body of a business corporation in liquidation must be resolved. Here, I conclude, by means of a critical...
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The liability of the debtor's representatives for the late submission of the insolvency petition
Polena, Stanislav ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Liability of the Statutory Body for a Late Opening of Insolvency Proceedings Abstract This thesis deals with the issue of liability of a member of a statutory body for a late filed insolvency petition and other legal consequences associated with a breach of obligations incurred by a member of a statutory body due to the bankruptcy situation of a business corporation. The aim of this work is to analyze the various legal instruments by which the creditors or insolvency administrator of a failing business corporation can claim property compensation against a member of its statutory body who submitted a late insolvency petition or otherwise contributed to its bankruptcy. The text of the thesis is divided into three parts. In the first, I analyze the basic concepts that are key to the topic discussed. Attention is paid to the statutory body. I follow up with a analysis on the bankruptcy of a business corporation, as the obligation to open the insolvency proceedings is prosecuted only if the business corporation is in a state of bankruptcy. Its correct identification is thus crucial for the issue of liability for breach of this obligation. Finally, the last chapter is devoted to the insolvency petition, which is also important from the point of view of the liability of a member of the stautarian body for his late...
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"Simultaneous performance of function of statutory body of capital company and employment relationship"
Hadrbolcová, Martina ; Patěk, Daniel (advisor) ; Eichlerová, Kateřina (referee)
6 Simultaneous performance of function of statutory body of capital company and employment relationship Abstract The topic of this rigorosum thesis is the issue of prohibiting performance of a function of the statutory body of a capital company while simultaneously having an employment relationship with that same company, which was inferred by judicature in the early 90s of the last century. However, despite this prohibition, the simultaneous performance of function of the statutory body and employment relationship is common practice in the Czech Republic. In fact, it provides this statutory body or its member a protection, which otherwise belongs by law only to employees. However, as a follow-up to the current Supreme Court decisions, there have appeared some opinions that judicature has finally resolved this issue of simultaneous performance. So, the aim of this rigorosum thesis is to appraise whether we can consider this issue as resolved or not and what new practical problems this new Supreme Court's interpretation causes. This rigorosum thesis is divided into eight main chapters. The first one and second ones are dedicated to the theoretical basis and basic characteristics of the dependent work and the performance of a function of the statutory body. The third chapter is dedicated to comparison of...
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The comparison of the approaches towards concurrence of employment relationship and membership in the statutory body of a company in the Czech and German regulation
Dvořák, Michal ; Štefko, Martin (advisor) ; Tomšej, Jakub (referee)
(English) The presented work deals with the position of persons who are supposed to perform the function of a member of the statutory body of a legal entity in the employment relationship, as the status of these members of the statutory body has been disputed in Czech law for a very long time. Since approach to this issue in the neighboring Federal Republic of Germany is equally interesting and the professional public, including the German Federal Court of Justice, regularly expresses itself to the question of the concurrence of employment and membership in the statutory body of a business corporation at least since the middle of the last century, I have chosen a comparison of approaches in Germany and the Czech Republic to this issue as a tool for explanation of the whole issue, familiarization with the view from a different angle and also for obtaining of any inspiration for solving this legal issue in Czech law. With the help of the descriptive, analytical and comparative method I analyzed the concurrence of the functions of employees and members of statutory bodies in Czech law and the law of the Federal Republic of Germany, I also took into account the current case law of the European Court of Justice in this matter. By comparing the legal regulations of both countries, I learned that...
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Comparison of approaches to the issue of the concurrence of performance of the function of a member of the statutory body and the employment relationship in commercial corporations in the French and Czech legal order
Babulíková, Kateřina ; Josková, Lucie (advisor) ; Pelikán, Robert (referee)
Comparison of approaches to the issue of the concurrence of the performance of the function of a member of the statutory body and the employment relationship in commercial corporations in the French and Czech legal order The possibility of concurrence of the performance of the function of a member of the statutory body and the employment relationship within one company is traditionally non regulated by Czech legal order. The solution is based on case law which, due its rigorous approach and poorly developed argumentation, does not offer neither clear answer to the question, nor the sufficient level of legal certainty. The thesis aims to analyse the approaches to the issue of the concurrence and its solution in France and the Czech Republic respectively, compare this approaches and propose possible adjustments in the approach of Czech justice to the issue, regarding the decision of the Czech Constitutional court from 13th September 2016, no. I. ÚS. 190/15. The thesis is divided into four parts. First part defines the basic legal notions in context of the legal orders of both countries. In the second and third part are described both approaches to the issue of concurrence of the performance of the function of a member of the statutory body and the employment relationship in France and the Czech...
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The concurrence of employment with function of the statutory body in the business corporation
Wejmelka, Radek ; Pichrt, Jan (advisor) ; Drápal, Ljubomír (referee)
72 SUMMARY The concurrence of employment with function of the statutory body was many times resolved in the practice and the judicature but almost after 25 years of judicature development there is no united view, whether the concurrence of employment with function of the statutory body is permissible under the Czech law or not. The main purpose of this thesis is to submit an analysis of this legal problematics in terms of commercial and labour law with overlaps into social security law and tax law with summary of the relevant judicature. The first chapter of this thesis is focused on the general definition of legal entities and natural persons. The second chapter follows up the performance of function of the statutory body in terms of commercial law particularly regarding the conditions and the rights and obligations of member of the statutory body. The third chapter mainly focuses on the employment in terms of labour law and on comparisons of the labour law and commercial law legal relationship. The fourth chapter provides an overview of historical development of the judicature regarding possible solutions found in judicature of High Court in Prague and Supreme Court of the Czech Republic and the arguments for and against the admissibility of concurrence of employment and function of the statutory body in...
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Concurrence of the office of governing body and employment relationship
Pešková, Mirka ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
01 Abstract: Concurrence of the office of governing body and employment relationship The principal objective of this thesis is to analyse and collectively process issue of concurrence of the office of governing body and employment relationship. The aim of this thesis is to analyse this issue from the current legislation, jurisprudence and also from expert discussion point of view. At the same time, the thesis seeks to deal with the diversity of views and approaches to the issue. The thesis consist of four chapters, which do correspond to the main goals of the thesis, as stipulated in the Introduction. Chapter one deals with the theoretical background. There are defined basic terms such as agreement on the performance of a position or employment relationship, necessary for this thesis. Chapter two analyses the historical development of this issue, focusing not only on legislation, but also on jurisprudence. The first subchapter covers the period from 1 January 1993 to 31 December 2011, as the first examined historical period. The second subchapter examines the brief period from 1 January 2012 to 31 December 2013, which is considered the only period when the concurrence of the office were explicitly allowed. The third chapter attempts to introduce foreign legislation of concurrence of the office of governing...
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Monistic organizational structure of a Czech joint-stock company after recodification of private law
Koprnický, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Monistic organizational structure of a Czech join-stock company after recodification of private law Traditionally, the only board structure available for national joint-stock companies under the laws of the Czech Republic was two-tier model based on strict division of corporate governance functions between two separate boards. With the effect as of January 1st 2014, new Business Corporations Act no. 90/2012 Coll. ("Act") has introduced alternative statutory framework for one-tier board structure for join-stock companies which have its seat in the Czech Republic and thus are governed by the Czech laws. The Act made it possible for shareholders to choose between both models of board structures as what they deemed would fit best the purpose of their business. In this narrow sense the addition may have been looked at as praiseworthy. However the imperfect implementation of one-tier model of corporate governance into Czech law has raised serious interpretational issues which may effectively render this model unacceptable for adoption because the division of powers between the board of directors and general manager remains unclear. The main purpose of my thesis is to address this issue by clarifying the scope of powers which are vested by the law in the board of directors and general manager of the...
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Liability of the governing body of a joint-stock company before and after recodification of private law
Grundman, Vojtěch ; Štenglová, Ivanka (advisor) ; Čech, Petr (referee)
in English The thesis deals with the liability of the members of statutory authority of a joint-stock company in antecedent legislation and in present legislation. These legislation are compared and their differences are described. Duties of a member of statutory authority (foremost duty of care), whose violation led to commencement of obligation to compensation for damage, are characterized. Specifically the thesis deals with their obligation to pay damages and their liability for damage. These relations are analyzed not only to company itself, but also in relationship to the shareholders and third persons. Thesis contains also research of claiming damages and business judgment rule.
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