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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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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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Cross-border transformations of commercial companies
Rajdová, Denisa ; Dobiáš, Petr (advisor) ; Brodec, Jan (referee) ; Pauknerová, Monika (referee)
This thesis discusses a method of implementation of the freedom of company establishment in the form of cross-border transformations after the amendment of the Transformation Act, which came into force on 1 January 2012. This right which a company is guaranteed is analyzed in the context of relevant CJEU case law. This thesis follows the structure of the Act. The first part deals with general issues of cross-border transformations and is followed by a chapter on the types of cross-border transformations. The final part of this thesis is devoted to a discussion about the possible kinds of economic movation for the tranformations. The goal is to analyze the possibilities of cross-border transformations and to assess their historical development with respect to both major CJEU decisions and legislative activities of the EU and the Czech Republic.
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Problems of European company in practice
Štouračová, Vanda ; Švarc, Zbyněk (advisor) ; Grmelová, Nicole (referee)
European company is a supranational form of public limited company. The aim of European Union was to make unified legal form for enterprises. The aim was not very successful because of disagreement of member states on employee participation. Also the fragmentation of legal frame of European company is too deep. The thesis analyse legal basis of European company and ways of its establishment. Examples from practice of Court of Justice of the European Union show difficulties in seat transfer before European company existed. Statistics and charts demonstrate unique position of Czech Republic. It is because of the absolutely highest number of established European companies, which is caused by trading trend with ready-made companies.
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Transfer of registered office in EU law
Kuklíková, Kateřina ; Grmelová, Nicole (advisor) ; Soušková, Milena (referee)
This final thesis deals with the issue of transfer of registered office within the EU law. The thesis follows three lines of legal regulations: harmonization of company law, rule-making in the field of European companies and case-law dealing with primary freedom of establishment. The goal of the thesis is to sum up possibilities of the transfer of registered office assured by current legal situation to both companies established according to intrastate legislation and European forms of companies. The thesis also deals with prospects of possible future development.
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Transfer of the company's seat in EU
Juppa, Martin ; Grmelová, Nicole (advisor) ; Bernard, Radovan (referee)
Tématem této diplomové práce je přesun sídla právnických osob v rámci Společenství. Cílem bylo zmapovat současnou komunitární úpravu společností a zjistit do jaké míry je v současné době možné, aby společnosti mohly přemístit své zapsané sídlo z jednoho členského státu do jiného bez nutnosti svého předchozího zrušení a likvidace. Stejně tak se věnuje dosavadní judikatuře ESD ohledně svobody usazování, která právní úpravu společností významným způsobem dotváří.
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