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Exclusion And Withdrawal of Members And Cancellation of Their Membership In a Limited Liability Company
Novopacký, Daniel ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
Exclusion And Withdrawal of Members And Cancellation of Their Membership In a Limited Liability Company Abstract This thesis aims to analyze current legislation of exclusion and withdrawal of members and cancellation of their membership in a limited liability company. Although comparing the current legislation with the previous one is not the purpose of the thesis, such comparison is provided in several places. The purpose is to show the same or, conversely, different features of both, particularly in relation to the applicability of existing case law and doctrinal interpretation. The work consists of three main chapters that form a coherent wholes. The first chapter is devoted to the withdrawal of a member of a limited liability company and is further divided into several sub-chapters. It deals with the legal aspects of the withdrawal of a member under the Czech legislativ. It describes in detail the various reasons of the withdrawal and also offers some suggestions de lege ferenda. The second chapter focuses on the exclusion of a shareholder of a limited liability company by the general meeting. It brings an analysis of legislation, describes the procedure of exclusion and analyzes the available case law. The third chapter, entitled "Termination of participation of a member of a limited liability company...
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SQUEEZE-OUT in accordance with the new Act on Business corporations
Šorf, Jiří ; Horáček, Tomáš (advisor) ; Josková, Lucie (referee)
Squeeze-out has proved to be a modern legal mechanism enabling the main shareholder to contribute towards the streamlining of the joint-stock company management. The core is the legal procedure of obligatory transfer of proprietary rights connected with the remaining shares from the minority shareholders to the main shareholder. With regard to the interference within the right to property, as one of the basic human rights, the law creates a mandatory reglementation comprising a considerable number of substantial law and procedural law terms necessary for a successful completion of squeeze-out procedure. This work attempts to make its reader familiar with the new legal reglementation in accordance with the Act No. 90/2012 Col. on business corporations and points out its complexity in comparison with its predecessor - the Act No. 513/1991 Col. and at the same time, it brings an outlook into the deeply rooted institutes connected with the squeeze-out procedure which are still missing among the Czech provisions. KEY WORDS Squeeze-out, securities, shareholder JEL KLASIFIKACE K12 - Contract Law, JEL: K22 - Business and Securities Law
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Exclusion of a member from, and termination of his participation in, the limited liability company
Šedivá, Soňa ; Čech, Petr (advisor) ; Černá, Stanislava (referee)
EXPULSION OF SHAREHOLDER AND TERMINATION OF HIS PARTICIPATION IN THE LIMITED LIABILITY COMPANY ABSTRACT The purpose of my thesis is to analyze the legal regulation regarding exclusion of a shareholder and termination of his participation in a limited liability company in the Czech Republic. I have chosen this topic because of a lack of scholarly interest in this particular question of corporate law, even though it is a highly practical matter. The study analyzes law, commentaries, books, articles and relevant case law and compares the current legal regulation with the new legal regulation represented by the new Civil Code and the Act on Commercial Corporations. The main contribution of this paper is in a providing a critical perspective on this new legal regulation and in identification of future eventual interpretative problems. The thesis is composed of four chapters, each of which deals with different aspects of a view on problems of unilateral termination of a participation of shareholder in the limited liability company. Chapter One is introductory and explains the provisions of legal regulation of unilateral termination of participation of shareholder. Chapter Two is subdivided into three main parts. Part One focuses on expulsion of shareholder by the general meeting of the company. Part Two is...
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Exclusion of a member from, and termination of his participation in , the limited liability company
Fuka, Jindřich ; Čech, Petr (advisor) ; Oehm, Jaroslav (referee)
Expulsion of Shareholder and Termination of his Participation in Limited Liability Company Summary The goal of my thesis is to analyse the legal regulation regarding expulsion of shareholder and termination of his participation in limited liability company in the Czech Republic and to attempt to address some of its problems and by so doing contribute my part to the general discussion of this topic. I have chosen this subject because I consider it interesting and because it is not given enough attention by legal professionals. The paper analyzes relevant case law, books and articles and makes recommendations for changes of legal regulation and of the approach of courts. The thesis is composed of five numerated chapters, each of them dealing with one of the methods of cessation of participation, plus Introductory and Closing Chapter. The Introductory Chapter describes the main purposes of the thesis. Chapter One is concerned with the introduction to the principles of company law that are important for the ideas of the thesis. Terms "limited liability company", "articles of association", "participation in the company" and "creation and cessation of participation" are covered in respective parts of the chapter. Chapter Two is rather short and deals with the termination of participation of shareholder by...
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To what extent are financial statements applicable for settlement among the owners?
Radová, Karolína ; Skálová, Jana (advisor)
This thesis is focused on settlement with shareholders leaving a limited liability company. The process of dealing with leaving shareholder is based on determination of so-called settlement amount, which expresses the reward belonging to the shareholder for his business share. Settlement amount is defined by czech law and there are also several precedents issued by courts, which help to specify interpretation of the law. The aim is to define how a company should settle with a shareholder in order to do it fairly and honestly.
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Proposal for an amendment juristic forms of business subject
Krýsa, Pavel ; Kružík, Milan (referee) ; Martinovičová, Dana (advisor)
The legal form change of a trading company conversion is a difficult process due to which the structure of the company changes dramatically. This step is a result of the company dramatical growth. Also lately the company goes through increasing demand factor of its market environment. The purpose of the company legal form change in our case is a clearer capital structure assignment and also the possibility of free tallage disposal.
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Investment Environment in the Virtual Real Cash Economy
Lehnert, Filip ; Hlavinka, Roman (referee) ; Budík, Jan (advisor)
The subject of this thesis is to introduce the reader to the issue of possible financial investment in the virtual economy with real funds and design strategies to maximize the initial capital appreciation. The introduction describes the analysis of virtual PED currency, the economy and the system of publicly traded shares. The main part is focused on presenting the results of practical traded investment based on fundamental analysis, speculation about the intrinsic value of the shares and evaluating applied strategies, including the benefits of work.
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Corporate Governance
Fajtl, Pavel ; Pirožek, Petr (advisor) ; Mrkvička, Miloslav (referee)
Main goal of this dissertation is to analyze and evaluate current situation and the level of management and control of ČSAD JIHOTRANS company and to valorize the mutual relationship between administrative authority and executive management in this company. Dissertation is divided into two parts, first is theoretical part, in which will be explained issue of administration and management of company, with the help of literature and relevant legislations and practical part, where outcomes will be applied to selected company. To fulfill the goal of this dissertation was primarily used analysis of economic indicators of the company and interviews with chairman of the company board. In the end theoretical outcomes will be compared with real state, in which the company is and there will be given a solution of potential problems.
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The Legal Status of Partners in a Private Limited Liability Company Compared to the Legal Status of Partners (shareholders) in a Joint Stock Company
Andreisová, Lucie ; Kříž, Radim (advisor) ; Müller, Milan (referee)
This diploma thesis poses the question of the legal status of partners in a private limited liability company compared to the legal status of partners (shareholders) in a joint stock company. Although both companies are in a theory of Czech business law classified as capital corporations, which means that they have much in common, the legal enactments which are regulating the area of the partner's legal status in both legal forms contain many significant differences. Some of them may well be considered as slight, unimportant details, whereas the others represent fundamental differences, which, for the partner's legal status, are more than crucial. The partner's participation in the company's activities and in its management could be mentioned as one of the examples. Meanwhile, the partners in a private limited liability company typically participate in the whole life of their corporation, the shareholders in a joint stock company only influence the life of their corporation implicitly, through their influence over the personal structure of the executive body (called board of directors), which is entrusted with the power of the company's management. The members of this executive body are usually represented by people outside of the company; the theory talks about professional, hired management, which is leading to a phenomenon called corporate governance. This diploma thesis not only contains chapters on the legal status of partners in the given types of corporations, it also includes a general interpretation of the terms private limited liability company and joint stock company. Only a correct representation of these terms can lead to an accurate understanding of the partner's legal status. Finally, there are also several comparative thoughts and tables, including some decisions of the business courts added at the end of the paper. Through the means of the above mentioned business court's decisions the author is attempting to demonstrate how the partner's rights and obligations are being performed in practice.
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The law of american corporations
Havlíková, Kristýna ; Boháček, Martin (advisor) ; Kříž, Radim (referee)
This Master thesis deals with corporations in americam legal system. The theme is described from RMBCA point of view and then there is compared the law of state Delaware with the law of state New York. Preliminary there are described american legal business entities and their czech equivalent structure. The main part of the thesis is attened to the legal form of the corporation, the formation and incorporation, the corporate governance and the financial structure od the corporation. In each section there are relevant precedents of Delaware and New York. Conclusion of the thesis describes the New York courts system, especially explains the function of Court of Chancery.
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