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Compensation of harm in a group of companies
Dolnák, Martin ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
The master thesis deals with regulation of group of companies with emphasis on compensation of damages. In the introduction of the paper the law of group of companies is defined and the main purposes of the regulation are pointed out. The main aim of this legal field is to protect minority shareholders and creditors of subsidiaries through the system of compensation of damages. This primary obligation is supplemented by other legal institutes protecting vulnerable subjects. The paper also mentions leading concepts, which represent a template for the new system of regulation in the Act on commercial companies and cooperatives. The analysis of new rules concerning compensation of damages in a group of companies is determined by the structure of provisions in the Act on commercial companies and cooperatives. The most important is a new institute of influence, which protects the integrity and interests of the influenced subsidiary. In case that the parent company affects the subsidiary, the parent company shall compensate damages to the subsidiary and it shall be liable for the subsidiary's debts to its creditors. The paper provides an analysis of group of companies and compares it with rules of domestic and European tax law. It is also compared with rules in previous commercial code. Because of that...
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The relations within a group of companies with regard to the compensation of damage withit the group
Bednář, Marek ; Horáček, Vít (advisor) ; Černá, Stanislava (referee)
This thesis deals with the legal regulation of corporate group relations, especially compensation of harm resulting from a lawful act, compensation of economic loss and damages. These institutes are very often connected to other branches of law, which are above all insolvency law and financial law. Then they usually are connected to different areas of company law, for example piercing of the corporate veil, shadow director, wrongful trading and corporate governance. These other branches of law and other areas of company law are not corresponding to the topic of this thesis, so they will not be analyzed in this thesis. For more information about the above mentioned I refer to professional literature and journal articles. Next will be the analysis of the new commercial corporations bill in the light of the topic of this thesis, with the author's view on this bill. This bill was proposed to the government of the Czech Republic after a consultation on the draft bill in the year 2008, and the Government now is to discuss this bill. In the end there will be my own proposal on new changes of the corporate group regulation in the context of this thesis. In this thesis are used methods of analysis, ordinary and extraordinary law interpretation and in some cases comparative methods. So this thesis aims at the...
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Single management and instructions in the group of companies
Mach, Ota ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The main purpose of this thesis is an introduction to the new Czech group law with special emphasis on the right to give instructions to the dependent entity. The whole thesis is based on the deliberation, if the legislator succeeded in finding an adequate balance between the looser French attitude and the German regulation, which is primarily based on the protection of minority shareholders and creditors. The first chapter of the thesis is focused on the term "single management" and describes its main features - group interest, single policy and coordination and conceptual management. Moreover, the importance and form of declaration of a group is examined. A declaration of a group is a formal requirement that enables using advantages such as specific way to settle damage within the group. Following chapters are dedicated to the terms "instruction" and "management of business". It is generally forbidden by law to give instructions regarding the management of business with the exception of group instructions. The thesis explains in detail what is meant by management of business using elaboration in judicial decisions of Czech courts. Other ways how to impose influence (other than giving a direct instruction) are described as well. Particular attention is paid to the personnel changes in the bodies...
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Enforcement of the dominant entity's influence in the concern and its consequences
Janků, Eva ; Černá, Stanislava (advisor) ; Tomášek, Petr (referee)
Enforcement of the dominant entity's influence in the concern and its consequences Abstract The purpose of this rigorous thesis is to give insight into the internal functioning of the corporate groups, especially in connection with enforcement of the influence of the dominant entity in the concern, to analyse the tools of enforcing the influence of the dominant entity, assess their efficiency and set their limits with emphasis on the Czech legislation. In modern society, the enforcement of the influence on the controlled entities has inevitably legal consequences, which are manifested by the liabilities of the controlling entity and members of elected bodies, especially in relation to potentially caused harm to the controlled entity. Therefore, the attention is paid also to the consequences associated with the enforcement of the influence of the controlling entity. The aim of the thesis is presented at the beginning, the following part of the thesis provides a brief general insight into the issue of concerns being a type of groups of companies. The third chapter looks at the single management, which is a defining feature of the concern and within which the influence of the dominant entity is enforced and describes features of the single management. The next section analyses in detail the tools, that...
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Optimization of Tax Burden of a Concern
Zvěřinová, Pavlína ; Nekulová, Ivana (referee) ; Kopřiva, Jan (advisor)
The master's thesis deals with the optimization of the tax burden of a concern based in the Czech Republic, which receives income from abroad. Optimization should be achieved through a change of the subsidiary's head office. Another proposal is a creation of a permanent establishment abroad. The output of the work is to decide on the most suitable structure of the concern in terms of head office and the number of its companies. The decision will be made on the basis of a comparison of the results of tax obligations calculated according to the legislation of the proposed countries and the related tax levies. The diploma thesis is focused on corporate income taxation, as the subjects of the group are limited liability companies. This issue will be explained theoretically on the basis of professional literature and practically using a comprehensive example.
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Optimization of Tax Burden of a Concern
Stratilová, Aneta ; Marková, Lucie (referee) ; Kopřiva, Jan (advisor)
The diploma thesis deals with a proposal of recommendations that will lead to tax reduction in corporate income tax for a selected concern. The theoretical part is focused on the legal framework of corporate taxation and the definition of basic areas in which it is possible to perform tax optimization. Thesis also defines the concern, its forms and methods of organization and describes its connection in the international context. In the practical part, the acquired knowledge is applied to the data about the selected company and an analysis is performed in the given areas of optimization, while recommendations are formulated leading to a reduction of the company’s tax liability.
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Optimalization of Tax Burden of the Concern
Pereslenyiová, Michaela ; Hudcová, Dagmar (referee) ; Kopřiva, Jan (advisor)
The aim of this diploma thesis is to optimize the concern in terms of taxes. Model situations should point to tax optimization by moving business to tax havens. Diploma thesis deals particularly different taxation of concern in tax havens. The result of the work will be a proposal and recommendations for the establishment of a company in a tax haven.
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Legal consequences of damage caused to the controlled affiliate by corporate group management
Pulicar, Miroslav ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Legal consequences of damage caused to the controlled affiliate by corporate group management Abstract This thesis deals with legal consequences of damage caused to the controlled affiliate as a result of the corporate group management in Czech law. The introduction sets out the general legal and theoretical framework of the thesis, namely the basic theoretical concepts of the corporate law, the principles of separate legal personality and limited liability, and the structure of the law on the corporate groups. It is divided into two main chapters. The first chapter analyzes the consequences of damage caused to the controlled affiliate in the economically functional corporate groups. It firstly analyzes the aspects of group management, different forms of damage and principles of group damage compensation according to sec. 71 et seq. of the Act no. 90/2012 coll., on Commercial Companies and Cooperatives. It further provides an explanation of the provisions on the protection of creditors and minority shareholders of the controlled affiliate, namely the liability of the parent company towards the creditors of the affiliate for the payment of debts, liability of the parent company to compensate any damage arising to the members of the affiliate in connection with its influence and the right of the minority...
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