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International Investment Agreements and European Union Law
Fecák, Tomáš ; Šturma, Pavel (advisor) ; Balaš, Vladimír (referee) ; Švarc, Zbyněk (referee)
The relationship between international investment agreements and EU law has attracted increased attention in past few years. The aim of this thesis is to bring a detailed analysis of various aspects of this complicated relationship. In attainment of this aim it proceeds in the following steps. After a short introduction (Chapter I.), Chapter II. briefly overviews typical content of bilateral investment treaties, following with a more detailed analysis of relevant EU law rules concerning foreign investment and subsequent comparison of both sets of rules. Chapter III. deals with investment agreements to be concluded by the EU, in particular with questions of external competence for foreign investment, responsibility for breaches of investment agreements concluded by the EU and the future shape of EU investment policy. The status of existing bilateral investment treaties concluded between EU member states and third countries is analyzed in Chapter IV. Chapter V. tackles various issues related to investment treaties concluded between member states (so called intra-EU BITs).
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Private international law from a comparative perspective (comparison of a particular segment in Czech law and the law of a selected country): International company law in the Czech Republic and in the Federal Republic of Germany
Lindauerová, Natálie ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
Summary: Private international law from a comparative perspective (comparison of a particular segment in Czech law and the law of a selected country): International company law in the Czech Republic and in the Federal Republic of Germany The purpose of this thesis to familiarize reader with the regulation of companies in private international law in the Czech Republic and in the Federal Republic of Germany. This thesis primarily compares the approaches of these two states to the methods of determining the personal status of the company and to the regulation of companies in general. Significant part of this thesis is therefore being focused on to the incorporation theory and real seat theory. Due to the membership of both of the states in the European Union, this thesis also deals with the European regulation of companies and analyzes the case law relating to the personal status and relocation of companies within European Union. This thesis is divided in six chapters. The first chapter explains the concept of international private law and international company law. The second chapter discusses the status of the company and basic theoretical approaches to its determination. This chapter is mainly dedicated to the incorporation theory and real seat theory. The third chapter is devoted to the Czech regulation...
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Companies and their mobility in the European context
Belloňová, Pavla ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee) ; Poláček, Bohumil (referee)
With regard to the gradual economic globalisation markets of States become more and more interconnected, especially so in the European Union which aims to create a single internal market without internal borders and barriers to the free movement of goods, persons, services and capital. Naturally, it influences behaviour of economic participants on the market. With increase of competition it is necessary to be more innovative, active and to search for new opportunities for expansion not only in one's own State but also abroad which entails entering into relations with foreign entities. In the course of time it might be useful or even necessary to relocate the place of business. Such need might not and, indeed, does not concern only natural person but also legal entities such as companies. However, the status of companies in cross-border relations has some specific features in comparison to the status of natural persons. A company is only an artificial product of law, a mere legal fiction, and therefore, its existence is much more closely linked with a specific legal order. A company has legal personality only insofar as some legal order acknowledges it. Different approaches how to link a company to a certain State have been evolved in different States - either the connecting factor is the statutory...
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Corporate Mobility in European Union Law
Ivanov, Vladimir ; Scheu, Harald Christian (advisor) ; Šmejkal, Václav (referee)
Corporate Mobility in European Union Law The thesis deals with the latest developments in corporate mobility in the light of the recent CJEU decisions and its inherently formulated doctrine. After a brief introduction of the discussed general concepts, a dissection of previous case law and relevant legislation, the author explores the ways in which the current changes in the conception of cross-border conversions have influenced corporate mobility as a whole and the perception of freedom of establishment in particular. The question whether further legislative actions have to be taken in order to enable companies to take advantage of these developments is debated. The thesis is divided into five logical clusters which are structured in the following manner. Firstly, I analyze the fundamental pillars of corporate mobility, liability and capital protection doctrines that serve as the tangential object of interest to the actual subject matter as they represent the wider legal framework of European company law. Secondly, a comprehensive summary of the preceding case law of the Court on the issue of freedom of establishment is presented, providing an insight on the current issues, which are thoroughly discussed and analyzed in the remainder of the thesis. In Chapter four, the VALE case is further...
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Companies in Private International Law
Lörincová, Radka ; Pauknerová, Monika (advisor) ; Kučera, Zdeněk (referee)
- Companies in Private International Law The purpose of this diploma thesis is to examine regulation of companies in private international law in the Czech Republic and also from the European Union law perspective. The thesis is divided into four main chapters. First chapter provides a brief definition of the basic legal concepts that are central to this thesis - definition of a company and definition of a private international law. Second chapter explains the concept of lex personalis and two opposing conflict of law theories, which link companies to a certain system of law; the incorporation theory and the real seat theory. Third chapter focuses on the relevant Czech legislation, especially on the Czech Commercial Code, which contains provisions on determining lex personalis of a company as well as rules on cross-border transfer of seat of a company. Forthcoming re-codification of private law in Czech Republic is also discussed with regard to the regulation of companies in private international law. Fourth, the most extensive chapter of this thesis describes and analyzes the European Union law relating to the freedom of establishment of companies. First, the very concept of freedom of establishment is explained with references to primary EU law. Subsequently, six landmark decisions of the Court...
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Companies in Private International Law with a Special Focus on the Relocation of the Seat of a Company within the European Union
Čuboňová, Jitka ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
The purpose of my thesis is to analyse the current legal situation, both from the Czech and European legislation point of view, concerning the transfer of the seat of a company within the area of the European Union. As evident from the title, the paper focuses on the topic from the European perspective primarily and the issue of the relocation of the seat from, or into, a non-member state is not dealt with in details. The thesis consists of four chapters. The first one introduces a necessary terminology connected with the relocation of the company's seat. Firstly the terms "personal status" on the one hand and "nationality" of the company on the other hand are compared. Then the incorporation theory and the real seat theory are briefly outlined, as well as the conflict that may arise between these doctrines. The second chapter relates to the relevant Czech legislation in this matter which is currently in force. The chapter is divided into three subchapters. The first one concerns the analysis of the important topic related paragraphs of the International Private Substantive and Procedural Law Act, the second one aims at interpreting the substantial provisions of the Commercial Code, finally the Conversion of the Companies and Cooperatives Act is reviewed with the special focus on the recent...
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Mobility of companies within the European Union in the light of the case law of the Court of Justice of the EU
Pikal, Daniel ; Scheu, Harald Christian (advisor) ; Šmejkal, Václav (referee)
The purpose of this thesis is to analyze the current legal issue concerning the corporate mobility within the European Union. The main focus is placed, in particular, on the analysis of the relevant case law of the Court of Justice of the European Union. Other parts of this thesis will give an overview of cross border mergers and supranational forms of companies including their ability to transfer their seat to other member states without being wound up in liquidation before the transaction within the area of the European Union. As evident from the title, the paper focuses on the topic from the European perspective only and the issue of the mobility from, or into, a non-member state is not dealt with. The first chapter provides a brief definition of the basic legal concepts that are crucial to this thesis. The definition of freedom of establishment in the context of the common market of the EU is given and also the incorporation theory and the real seat theory are briefly outlined, as well as the conflict that may arise between these two doctrines. The second chapter, the most extensive chapter which represents the core of this thesis, describes and analyzes the case law of the Court of Justice of the European Union law relating to the freedom of establishment. This chapter is divided into two...
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Relocation of the Registered Office of a Company with a Focus on the Relocation of the Head Office of a European Company
Maršíčková, Linda ; Brodec, Jan (advisor) ; Dobiáš, Petr (referee)
Main purpose of this thesis is an assessment of the possibility of companies to transfer their seat from several points of view. It is distinguished between situations of companies with regard to the relocation of head office contrary to the relocation of registered office. At first, the migration issue is analyzed in general, then from the perspective of EU law. Due to insufficiently resolved scope of the freedom of establishment, especially with respect to the transfer of registered office, the thesis focuses on the European Company. For the time being, it can be considered as the most advanced result of the common effort of EU member states to achieve a supranational company form. It was not a random choice to dedicate part of this thesis to the European Company since the possibility to move its registered office freely across the EU is one of the main attributes granted to the European Company form. The analysis of relocation process, including consideration of potential difficulties results in comparison with actual opportunities of "national"companies in this respect. With regard to the structure of thesis it is divided into four parts and a separate conlusion. First part deals with the matter of the EU common market, with an emphasis on each of four freedoms. Especially the primary and...
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Right of establishment in international private law
Štaňko, Andrej ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
Right of establishment in International Private Law Private companies act in the international context more intensively than any time before. There are many ways how to act on the international market. One solution is to establish a branch or a representation office instead of establishing a brand new company. The right to act in the international context using branch companies and transfer of seat is known as the freedom of establishment. The thesis covers main issues concerning the freedom of establishment and also discusses the case law issued by the Court of Justice of the European Union. The comparative view of the seat and incorporation principles is used in the thesis. With a greater detail to the Czech law, the issue of the foreign companies' recognition is discussed. The Czech law recognizes foreign companies even in the form in which it is no longer possible to establish new company in the Czech Republic. In this regard basic elements of the bare trust are discussed. The case law of the the Court of Justice of the European Communities opened Europe's corporate space and allowed the competition between the national jurisdictions to begin. Author compares situation arised on the European market with the situation in the US. As an evidence of the distinction between different US states'...
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Transfer of the Seat of the Company within the European Union
Mišutová, Pavlína ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
Subject of this thesis are contemporaneous possibilities for companies to transfer their seat outside the state of incorporation. Recently, there has been a dramatic development in private law as well as in national company laws, mainly because of the judgements of the Court of Justice of the European Union. Corporate mobility comprises the possibility to transfer a company from one state to another. Crucial issue is the transfer of the seat of the company in connection with the freedom of establishment. The Court had already given rulings on the transfer of company's seat in several judgments; however, this thesis concerns particularly the latest judgment - Cartesio. In this case the Court dealt with the question whether the freedom of establishment governed by the European law shall be interpreted broad enough to include the right of companies to transfer their real seat (their head office) or their legal and real seats (their registered seat and head office) from one member state of the EU to another. The key question is, whether the Cartesio judgment contributed to the corporate mobility and if so, the scope of such contribution. For better understanding of corporate mobility, the first part explains particular terms used and hidden implications. First part therefore describes the conflict of...
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