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The duty of due managerial care and diligence of the member of en elective body of a limited company and the consequences of its breach
Šubertová, Karolina ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The purpose of this thesis is to compare the standard of due care in contemporary legislation as well as in the new upcoming legislation which should become effective as of 1 January 2014. Furthermore, the thesis is focused on consequences of breach of the standard of due care by persons in position of members of elected bodies of capital business companies and / or business corporations. The thesis is composed of six chapters. Chapter One is introductory and deals with history of the standard of due care in the Czech legislation from the period of the General Civil Code to the recodification of civil law and commercial law represented by two crucial statutes - the new Civil Code and the Business Corporations Act. Chapter Two deals with contemporary valid and effective legislation concerned with the standard of due care and its main components. In Chapter Three I tried to emphasize the changes which we will experience in the new legislation. Especially, I mean the newly introduced business judgment rule which was inspired and implemented to the Czech legislation on the basis of modern foreign legislations - US and Germany. Chapter Four presents selection of case law of the Supreme Court of the Czech Republic which repeatedly commented on the standard of due care in practice and its related aspects...
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Duty of Care in Czech and German Civil Law
Scholle, Jan ; Elischer, David (advisor) ; Dvořák, Jan (referee)
Duty of Care in Czech and German Civil Law Abstract The thesis deals with the importance of duties to prevent damages (duties of care) in Czech civil law. It focuses on detailed analysis of a few provisions of the Czech Civil Code. The main attention is focused on s. 415 of the Civil Code (Act No. 40/1964 Coll, the Civil Code, as amended; "OZ") establishing "the general duty of care". Findings about duties of care in the Civil Code are compared to a system of duties of care in German law of delict and additionally discussed using tools of economic analysis of law. The paper results in recommending changes in wording and interpretation of the duties of care and their comparison with the wording established by Act No. 89/2012 Coll., Civil Code ("NOZ"), effective from 1 January 2014. Chapter One examines development of interpretation of main provisions of OZ establishing duties of care. It briefly analyzes basic aspects of law of delict of OZ. It makes use of these findings in order to describe a position of duties of care in law of delict and limits of their interpretation. The main imperfections of their interpretation are illustrated on a couple of judicial decisions. Chapter Two briefly describes the system of law of delict under the German Civil Code ("BGB"). The chapter explores criteria of application...
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Civil Law Liability of Directors
Váňa, Dalibor ; Horáček, Tomáš (advisor) ; Eichlerová, Kateřina (referee)
The thesis analyzes the civil law liability of statutory bodies, especially members of the board of joint-stock companies and managing directors of limited liability companies. The work is accompanied by the relevant case law. In thesis is first defined the concept of liability, principles of management and administration of corporations, and principles of acting on behalf of companies. Followed by a historical overview of the issue, particularly in relation to the Commercial Code (Act no. 513/1991 Coll.). The thesis deals with theoretical analysis of liability, assumptions of liability and other related issues. The main focus of the work is the analysis and comprehensive approach to legal institutes duty of care, duty of loyalty and the business judgment rule. The work includes a comparison of legislation contained in the already canceled the Civil Code and Commercial Code with legislation contained in the currently valid and effective Civil Code (Act no. 89/2012 Coll.) and the Business Corporations Act (Act no. 90/2012 Coll.). The thesis also deals with issues of legal guaranty of members of statutory bodies in connection with the bankruptcy and causing damage to the company. The work also includes a comparison of selected foreign jurisdictions. In the end is presented synthesizing conclusion...
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The Duty of Loyalty of a Member of a Business Company
Polena, Stanislav ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The duty of loyalty of a member of a business company This thesis deals with the topic closely connected with the field of corporate governance which is a part of corporate law. According to the American legal theory is duty of loyalty one of the fiduciary duties. The traditional classification of fiduciary duties is based on dualism - duty of loyalty and duty of care. But this concept is changing over time mainly due to case law. There is no settled opinion on the basic question how many fiduciary duties there are. Current opinion of the respected authority in this field - Delaware' Supreme Court is based on dualism of fiduciary duties, but not in the traditional meaning. The duty of loyalty includes according to the opinion of the judges not only conflicts of interests and self-dealing situations, but breach of good faith as well. On the other hand the traditional point of view was settled on two fiduciary duties - loyalty and care as well. Duty of loyalty was connected with conflicts of interest situations between principal and agent, when the personal financial interest of the agent was present. Duty of loyalty protected the legal position of the principal when agent managed entrusted property. The duty of care was connected with the interest of the principal and due performance of the agent with the...
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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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Liability of Supervisory Board
Toman, Antonín ; Hejda, Jan (advisor) ; Přibyl, Karel (referee)
This thesis deals with civil liability of the Supervisory Board and its members for breaching his duties. Emphasis is placed on responsibility and legal relationship, whose content is obligation to pay damages, between Supervisory Board and its member and business companies (in the new terminology "business corporation"). This thesis is dealing at first with the legal anchoring of the Supervisory Board as such, the creation and termination of the Supervisory Board and the definition of its living space not only in the relation to corporation, but also to individual shareholders, General Assembly and of course to the Board - including their mutual rights and responsibilities. Thesis is crossed by author's intention to evaluate the active legislation, whose legislative life is coming to an end, and on the basis of that to comment upcoming legislation that at least brings a fresh wind to the corporate life. Shortly is discussed upon by the factual impossibility to prosecute members of the Supervisory Board for crimes associated with their performance.
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The performace of function of a member of the board of directors in the joint stock company
Kubešová, Pavlína ; Kříž, Radim (advisor) ; Hásová, Jiřina (referee)
The bachelor thesis concerns with the performance of function of a member of the board of directors in the joint stock company. Chapters about commencement and termination of function and its prerequisites follow after a brief characterization of the joint stock company. The crucial part is dedicated to rights and duties arising from this function, including remuneration. The attention is also focused on liability for breaching duties of the member. Legislation is compared with practice of the courts. A special chapter deals with changes from January 1, 2014 connected with Companies Act.
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