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Business management of a limited liability and join-stock company after recodification of Czech private law
Tomášek, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The objective of this thesis is to explain the business management of a capital company after of the recodification of Czech private law. Due to the re-codification it is necessary to highlight the most important changes related to the new legislation, point out the problems of interpretation and outline possible solutions. Attention is also paid to the applicability of existing judicial decisions. This thesis consists of six chapters. The first chapter deals with the general organizational structure of companies. Its content is so a brief explanation of the various organs and their competences. Omitted is not even a brief explanation of the division of competences between the various organs of the company. In the second chapter of the thesis the term of business management is being discussed. Also interpreted are the specific decisions included in this term and those that are not. Business management is also distinguished from acting on behalf of a company, which may in some cases follow the decisions. Very brief attention is payed to German legislation too. The third chapter details the way business management decisions are taken. Distinguished is a decision making in a limited liability company and joint-stock company, both monistic and dualistic structures. The fourth chapter deals with the...
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Business management
Chvalová, Lucie ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
This diploma thesis examines the concept of business management. It is a concept that falls within the scope of the statutory body, one of the main and obligatory organs of business corporations. Since this is a concept which is not defined anywhere in the legislation, the thesis focuses on what the concept itself involves, and what on the other hand cannot be considered as a business management. The thesis also explains how it is seen in terms of professional literature and case law. The concept is also distinguished from other kinds of decision-making process that takes places inside (within) business corporations. This thesis compares particularly the former legislation which was replaced, with the effect from 1 January 2014, by the two main private codes, the Act No. 89/2012 Coll., the Civil Code and the Act No. 90/2012 Coll., the Act on Business Corporations. Those two codes are being a huge step for the Czech law in general and are bringing definitely some changes and news to the concept of business management. There is also mentioned the progress of business management in time in the final thesis. One of the diploma chapter deals with couple of changes brought to the Act No. 513/1991 Coll., the Commercial Code by the amendment No. 351/2011 Coll. The business management is a concept which is...
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Business management
Vrbková, Andrea ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
- 1 - Abstract Business management The purpose of this thesis is to analyze selected aspects of business management with an emphasis on the legal regulation of instructions given by a general meeting, including instructions on request. The thesis also deals with specifics of business management in a monistic system of management of a stock corporation or in a group of companies. The thesis is divided into four chapters; each of them is closed with a partial summary which informs briefly about the topic being discussed and the resulting conclusions. The introductory chapter focuses on a management board of the stock corporation as a body which has an exclusive competence in business management and it defines the concept of business management and its limits in a decision-making process within the stock corporation. Chapter two deals with internal and external powers of the management board and it shows their mutual coherence and the resulting impacts on business management. Chapter three describes the internal organization of management of the stock corporation. Firstly, the decision-making process of the management board as a collective body is analyzed according to the Civil Code, s. 156 and, subsequently, the rules of delegation of powers are being discussed as drafted in the Business Corporations Act....
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Simultaneous performance of employment and directionship
Tomšej, Jakub ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
The objective of this thesis is to analyse implications of simultaneous performance of directorship and employment. The division of the relationship between a company and its manager into two different legal relations, governed by different fields of law (employment and commercial law) is a common practice in the Czech business environment. Despite of this, it is contrary to the Czech Supreme Court case law. Therefore, my research is aimed at verifying the "no simultaneous performance of functions" principle and summarising its legal and practical implications. Another goal of the paper is to analyse the contemplated bill to amend the Commercial Code which is currently subject to political discussions at the Lower Chamber of the Czech Parliament as well as to investigate its implications for the subjects of law. The thesis consists of three chapters, which do correspond to the main goals of the thesis, as stipulated in the Introduction. Chapter One is introductory and defines legal instruments that are material for the conclusions of the thesis. It summarises main legal differences between employment and directorship. Chapter Two is divided into five parts, each of them approaching the "no simultaneous performance of functions" principle from a different viewpoint. The first part examines relevant Czech...
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Duty od Care of Members of Statutory Bodies in Capital Business Companies and its Relation to Internal Compliance Programs
Andreisová, Lucie ; Dědič, Jan (advisor) ; Boháček, Martin (referee) ; Lasák, Jan (referee)
The purpose of this dissertation is to provide its readers with a detailed and comprehensive look at the institute of duty of care, business judgment rule and related civil and partly also criminal liability of members of (not only) statutory bodies of capital business companies, and in this respect also to introduce an internal compliance program as one of the main instruments of good and effective corporate governance. The main objective of this dissertation is therefore to verify or refute the hypothesis whether, and if so in what particular form, can an internal compliance program be seen as an institute helping members of statutory bodies of capital business companies in fulfilling specific requirements and obligations of their duty to carry out the statutory function with due (managerial) care. The existence (implementation) of an internal compliance program is quite commonly connected with so called regulated markets and also with individual business corporations whose ownership structure extends the boundaries of the Czech Republic (typically British or American business corporations seated in the Czech Republic). But what about a wide neutral zone of Czech business corporations, i.e. especially small and medium-sized capital business companies? Shall these implement an internal compliance program as well? And, if so, on what grounds and with what benefits?
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The legal status of a board of directors’ member in a joint stock company after the recodification
Košařová, Dita ; Moravec, Tomáš (advisor) ; Andreisová, Lucie (referee)
New legal regulation of the private law contained in the New Civil Code and the Business Corporations Act has brought plenty of changes also in the status of a board of directors' member in a joint stock company. Both codes have brought new terminology, new institutes and clarification of the rules known from the legal regulation before the recodification. On one hand there is certain loosening in the decision making of statutory bodies of business corporations, on the other hand there is tightening of sanctions for cases of failure. This diploma thesis introduces major institutes of legal regulation related to the status of a board of directors' member and provides a basic comparison with the legal regulation before the recodification.
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The statutory bodies of the Limited Liability Company and Joint-Stock Company
Mužíková, Tereza ; Kalinová, Miluše (advisor) ; Žák, Květoslav (referee)
The bachelor thesis deals with statutory bodies of the Limited Liability Company and Joint-Stock Company. In the case of the Limited Liability Company we are talking about the agent and in the case of Joint-Stock Company we are talking about the board. The role of the statutory body in the company is really very fundamental. The reason why this position is so important is the authority to negotiate in the name of company - activity outside of the company and business leadership of the company - activity inside of the company. This work is divided into two basic parts, which should present the general overview of the statutory bodies in the Limited Liability Company and Joint-Stock Company. First part deals with the general characteristic of the Limited Liability Company and Joint-Stock Company and the second one deals with direct questions of statutory bodies in the given companies. The aim of the first chapter is to present the conditions for discharge of function and its creation, legal regulation between the member of the statutory bodies and the reasons are for the discharge of this function. Next chapters deal with acting on behalf of the company and with the trade leadership of the company, responsibility and discretions and duties resulting from the discharge of their office.
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The statutory bodies of the Limited Liability Company and Joint-Stock Company
Viták, Marek ; Kalinová, Miluše (advisor) ; Koucká, Jiřina (referee)
In my work I deal with the statutory bodies of the Limited Liability Company and Joint-Stock Company. The agent and the board play in the above mentioned companies an irreplaceable role. On one side they act on behalf of the company, on the other side they direct the day-to-day activities of the company. My work is divided into seven chapters, in which are subsequently mentioned all the important circumstances concerning the legal status of the statutory body in the given companies, together with the discretions and duties resulting from the discharge of their office. Generally gives the work an exhaustive overview of the legal status of the statutory bodies in the given companies.
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