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Statutory liability of members and other persons for debts of business corporations (including supranational corporations)
Trojan, Ivo ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
86 Abstract Statutory liability of members and other persons for debts of business corporations (including supranational corporations) The thesis aims to introduce the economic rationale behind the legal concept of limited liability, including the risks for creditors attached thereto, and to analyse the legal instruments designed to remedy the impacts of its misuse or abuse. Accordingly, this thesis attempts to point to the shortcomings of the current legal framework and to offer a solution thereto. For this purpose the author uses the traditional methods of legal interpretation and draws upon the laws of the United Kingdom, which inspired the authors of the Czech Corporations Act 2012 in many respects. After the opening chapter, which introduces the current legal framework for limited liability of shareholders and defines legal relations of company's agents towards third persons, the historic development of limited liability in the United Kingdom will be outlined in the second chapter. The introduction of limited liability in 19th Century was accompanied by intense society-wide debate, the findings of which will help to understand the limited liability in its wider context and will form the ground for the following assessment of its benefits and risks for creditors of limited liability companies. Third...
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Statutory Secondary Liability in the Law of the Limited Companies
Vrba, Milan ; Černá, Stanislava (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
Particular cases of statutory secondary liability in the law of limited companies are relatively frequent. Forasmuch as a publication providing comprehensive analysis of the subject matter is still missing, the aim of the thesis is to offer thorough treatise of the issue in its whole broadness. The first chapter analyses the secondary liability as the institution of the general law of obligations. Fundamental features of the secondary liability are pointed out and respective rights and duties of the relevant parties are outlined. The issue of subrogation, joint secondary liability, termination of the secondary liability and statutory bar of the rights arising therefrom are discussed. The second chapter deals with the statutory secondary liability of the members (shareholders) of the limited companies. The thesis shows that both debts and claims of company may be subject to secondary liability of its shareholders. The third chapter focuses on the statutory secondary liability of the members of company bodies (directors). Besides primary liability for the harm caused, the company law punishes the director's failure to observe his or her duties by means of secondary liability for the company's debts as well. Particular cases are critically analysed. The fourth chapter concentrates on the statutory...
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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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The right of a company member to the share of profits in individual types of business company
Kusáková, Kateřina ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The full title of my Master's degree thesis is Partner's Profit Sharing Right in Various Forms of Companies The aim of my thesis is to analyse the existing regulation governing the right to a share in profits in various kinds of companies, compare it with the amended law, which is already relevant, but still not in force. In the legal regulation concerning the profit sharing right there are still many questions that have not been described and solved in legal literature. There are also some issues that have been already solved by authors, but there are different expert's opinions on such issues. In my thesis I have attempted to compare all these opinions with the wording of the law. The thesis consists of twelve main chapters, including an introduction and conclusion of my thesis. Chapter One, Profit Sharing Right to Profit Share - basic definition deals with the meaning and importance of the profit sharing right. Chapter Two "Legal Sources" defines statutes and other legal sources to which the thesis refers. It specifies main acts important...
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The picaresque in Angela Carter
Mečířová, Eliška ; Nováková, Soňa (advisor) ; Wallace, Clare (referee)
in English This MA thesis focuses on the analysis of picaresque elements and traces of the picaresque genre in chosen novels of Angela Carter, namely her two most picaresque novels: The Infernal Desire Machines of Doctor Hoffman (1972) and Nights at the Circus (1984). However, as I have strived to prove throughout the analysis, Carter's earlier novels from the sixties, The Magic Toyshop (1967), and Heroes and Villains (1969) are also rich in picaresque themes and motives of the journey and therefore deserve to have their place in the analysis too. In the introduction the dissertation traces the history of the picaresque from its sixteenth-century Spanish roots until its more modern and postmodern development. It also stresses that in relation to Carter's work it is important to take into account her intertextuality. In describing it Linden Peach borrows Julia Kristeva's quotation from Semiotike, Recherches pour un Semanalyse where she observes that: "Every text builds itself as a mosaic of quotations, every text is absorption and transformation of another text."1 For Carter this is especially valid - her novels are hybrid, multi-layered mosaics which use and at the same time subvert mythology, the Bible, European and English literary works, Renaissance drama (Shakespeare), fairy-stories and folk...
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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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The analysis of employees and partners - accounting and financial perspective
ŠTEINHAUSER, František
In my bachelor thesis I've decided to address the issue of employee analysis and members from the accounting and financial perspective. The theoretical part was to describe the wage, salary, health insurance, social security contributions and payroll tax adjustment. The compensations that the employer provides the employee were explained too. And finally were described the impacts of employees and shareholders on the financial analysis of the company. The main aim of the work was focused on the structure of wage, development of the average wage rate of social security and health insurance and development of tax deductions for the years 2011, 2012 and 2013. The horizontal and vertical analysis and ratios in selected companies ABC, s. r. o. was also described. From the conclusion came out that currently the company has a weak position in the market, because it has started. But with compared competitors is increasing in terms of profit.
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Optimization Rewarding Shareholders Ltd
Hlavatá, Yvona ; Kříž, Petr (referee) ; Kopřiva, Jan (advisor)
This Bachelor thesis is focusing on possible forms of remunerating members of a limited liability company. It analyses the existing way of remunerating a member of a particular company and by means of created models of remuneration it is looking for the most optimal combination of paying out a share in profits, remuneration on the basis of the commercial-law relationship and salary on the basis of the labour-law relationship from the point of view of the tax burden, including the social and health insurance payments by this company.
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