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Due diligence and care of the member of the board of directors and compensation for damaage as a result of its breach
Petráčková, Pavlína ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The presented thesis "Duty to act with due managerial care of the member of the board of directors and liability for damages in case of its breach" focuses on one of the key topics of corporate law, namely the duty of a member of the board of directors to act with due managerial care and the selected consequence of its violation - damages. The aim of this thesis is mainly a description and analysis of the institute of due managerial care, the rules of business judgment and liability for damages in the event of its breach, including the respective historical development. Emphasis is also placed on the form and standard of due managerial care in selected areas that play an important role in the life of a business corporation, especially with regard to the key issues that arise in these areas. In this context, not only the current case law and legal doctrine are explained in this work for illustration, but also previous judicial conclusions and conclusions of the professional public, which will be applied in the current legal environment. Last but not least, this work also deals with the legal regulation of due managerial care and the business judgment rule in English law, where the space is devoted not only to the general interpretation of individual institutes, but also to the conclusions of case...
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Duty of care, skill and dilligence in Czech court case law
Klusáková, Barbora ; Eichlerová, Kateřina (advisor) ; Patěk, Daniel (referee)
The purpose of the diploma thesis "Duty of care, skill and dilligence in Czech court case law" is to analyze the approach of Czech courts case law to the selected issues related to the duty of care, skill and dilligence and to evaluate it with regard to the interpretation of legal regulation, doctrinal interpretation, theoretical and historical knowledge. The thesis consists of two main chapters which deals with research of two actual questions selected to the purpose of the thesis. The first chapter deals with the question whether the duty of care, skill and dilligence can be considered as an objective or subjective standard, i.e. according to which standard should the actions of persons who are obliged to act with the duty of care should be measured. Based on the performed analysis, the author's own opinion on the issue is expressed and subsequently the approach of the Supreme Court of the Czech Republic in its individual decisions is evaluated. The concept of care as a subjective sharpening of the objective standard is critically evaluated. The second chapter is devoted to the issue of the nature of the duty of care, specifically the question of whether it can be considered lawful or contractual with regard to changes in the law of liability after the recodification of civil law. Its solution...
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Due managerial care and diligence and liability for their breach
Skopcová, Markéta ; Čech, Petr (advisor) ; Josková, Lucie (referee)
The duty to act with the diligence of a professional manager and consequences of the violation of this duty This thesis deals with the duty to act with the diligence of a professional manager and the consequences of doing so. The author of the thesis tries to define in detail the duty to act with the diligence of a professional manager as a standard form of conduct and its individual definition components and also the consequences that occur in case of breach of this duty. The thesis defines the theoretical basis and tries to critically evaluate problematic issues related to this standard of conduct and to bring their own opinion on the matter.The thesis is divided into six parts. The first part deals with the master-agent issues and the related costs of representation. Shortly, attention is paid to the fiduciary duty and the reasons for its anchoring in general. The second chapter deals with the development of the duty to act with the diligence of a professional manager from the time of the General Austrian Civil Code of Law to legislation in the Civil Code in force and the Business Corporations Act. The third chapter defines individual elements of the care of a professional manager, namely the duty of loyalty, due care and necessary knowledge, with a partial overlap into foreign legal systems....
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Duty of care, skill and dilligence in Czech court case law
Klusáková, Barbora ; Eichlerová, Kateřina (advisor) ; Patěk, Daniel (referee)
1 Abstract The purpose of the diploma thesis "Duty of care, skill and dilligence in Czech court case law" is to analyze the case law of the Czech courts with regard to the legal regulation of the institution "duty of care" and to the opinions of the legal doctrine. The thesis consists of three main chapters. The first chapter deals with the theoretical and historical bases of the care of a proper manager, it encounters especially the issues of corporate governance and the Roman and Czech historical development of the term. The second chapter is focused on the current concept of proper managerial care and its partial aspects. The argumentation of the court with regard to the conclusions of the legal doctrine is analyzed and criticized in more detail. The last chapter presents the institute of the rule of business judgment, corrective standard of care. Its principles and conclusions of the court are examined in more detail. The analysis showed that the case-law conclusions of the Supreme Court of the Czech Republic are applicable even after changes in the legal framework within the recodification of private law, albeit with minor exceptions. In particular, the case law of the Criminal Senate and some of its conclusions are criticized. Nevertheless, it can be summarized that we can rely on the interpretation...
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Liability of members of governing bodies of juristic persons
Novotná Krtoušová, Lucie ; Beran, Karel (advisor) ; Kühn, Zdeněk (referee) ; Havel, Bohumil (referee)
Liability of members of governing bodies of juristic persons Mgr. Lucie Novotná Krtoušová Abstract The aim of the presented doctoral thesis entitled "Theoretical Concept of Liability of Members of the Governing Bodies of Juristic Persons" is to determine what requirements can be placed on natural persons who act as members of the governing bodies of juristic persons, and to specify the substance of due managerial care as a legal basis for potential liability. The Civil Code lays down the duty of a governing body member to act with due managerial care in the discharge of his/her office in its general part; the relevant provisions thus apply to members of the governing bodies of all juristic persons under both private and public law, provided that this is compatible with their legal nature. Compliance with the duty of due managerial care - in cases where the governing body members act as representatives of the juristic person - is the decisive criterion for determining whether or not they will be liable to the juristic person for any damage caused in the discharge of their office. However, it is questionable whether this is a case of fault-based liability for breach of a legal duty or strict liability for breach of a contractual obligation. The question of whether we will conceive liability of members of...
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Duty of members of elected bodies and other persons to prevent threatened insolvency of business corporation and consequences of breach of the duty
Beneš, Tomáš ; Čech, Petr (advisor) ; Černá, Stanislava (referee)
Duty of members of elected bodies and other persons to prevent threatened insolvency of business corporation and consequences of breach of the duty Abstract This diploma thesis deals with the area of civil, commercial and insolvency law. It focuses in particular on the duty of directors of a business corporation and other persons to prevent threatened insolvency with emphasis on the legal regulation of the consequences of breach of such duty. This diploma thesis is divided into four main chapters, where the most important one is the second chapter. The chapters in the diploma thesis flow continuously and logically which facilitates the reader's orientation in the subject. The first chapter defines the basic terms related to the discussed topic which are subsequently used throughout the diploma thesis. Emphasis is placed on the duty of care, whose breach is a prerequisite for the application of the sanctions described in the second chapter. The second chapter deals with the consequences of the breach of the duty to prevent threatened insolvency. The consequences are analysed in detail and the issues over which the legal consensus is missing are set out in the analysis. Different views on these uncertain points in the legislation are set out, and the thesis takes a critical approach in this matter and...
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Criminal liability for breach of the duty of due managerial care
Bárta, Petr ; Gřivna, Tomáš (advisor) ; Bohuslav, Lukáš (referee)
IN ENGLISH Criminal liability for breach of the duty of due managerial care The aim of this thesis is to analyze the duty of due managerial care and its attributes for the members of the statutory bodies of the capital companies including the rule of entrepreneurial judgment, the instructions of the General Meeting, the delegation of powers of the statutory body of entrepreneurial judgment and the criminal law aspects of the violation of the care of a goodman. The diploma thesis consists of four chapters. The first chapter briefly describes the basic issues of capital companies. The second chapter deals with the duty of due managerial care of the statutory bodies of capital companies and its attributes, emphasizing the changes brought about by the recodification of private law. First, the duty of loyalty is analyzed, as one of the basic stones of duty of care of a good manager, then attention is paid to the expected care and the approach of its definition. The third chapter deals with general parts of criminal law, which first deals with the possibility of using criminal law, and the attention is then paid to the subjective side and unlawful circumstances. The circumstance of exclusion of illegality is highlighted by a mistake, especially in the context of expert advice, by its influence on...
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Due managerial care in acquisitions in the Czech Republic and the Federal Republic of Germany
Slezáková, Sylva ; Josková, Lucie (advisor) ; Čech, Petr (referee)
The thesis contributes to the ongoing discussion pertaining the concept of due managerial care and the business judgment rule in Czech law and aims to explore the aforementioned in the context of acquisition transactions, in the context of purchase of a business share or an enterprise (or a part of an enterprise) as the issue of acquisition transactions, despite its substantial practical impact, remain largely out of scientific focus. Specifically, the thesis explores the possibility of articulation of the standard of due managerial care for the purpose of acquisition transaction and, if such articulation is possible, its specific features. In its exploration, the thesis focuses on articulation of the above standard in the context of availability of information regarding the target company or enterprise, which commonly takes form of a due diligence. The author aims to define the above standard upon comparison of Czech concept of due managerial care and business judgment rule with its German counterparts. Thus, the thesis also addresses the issue to what extent it is permissible to transfer and subsequently use the findings from the German standard of due managerial care in the context of Czech law. Following the initial comparison of the regulation of due managerial care and business judgment rule...
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The concept of due managerial care in Czech legal order
Dvořák, Michal ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
1 Abstract This thesis deals with the issue of due managerial care in the Czech legal order. While using descriptive, analytical and comparative methods, it offers a complex discussion of this duty of members of statutory bodies of juridical persons which functions as cogent regulation of a certain level of loyalty and due care applied while acting on behalf of a juridical person. This work describes and analyses the mentioned issue. Sources of this thesis originate both from Czech and foreign legal backgrounds, some of the foreign ones include the Munich Commentary on the Act on Stock Companies or case law made under the law of the US state Delaware. In the beginning of this thesis, the nature of the relationship between members of statutory bodies and juridical person, which is determining for compensation of damage caused by the breach of duty to act with due managerial care, is inquired. Further, both components of the duty to act with due managerial care are individually explored, both the duty of care and duty of loyalty, along with commentary on the positives and negatives of their implementation in the Czech legal order. The thesis also deals with difficulties related to inverted onus of proof in proving compliance with the duty of managerial care or with the specific compensation for damage caused...
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The duty of due managerial care of a member of governing bodies of limited companies in comparison with the British legal regulation
Procházka, Tomáš ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
This diploma thesis deals with the regulation of the duty of due managerial care of members of a governing body of a limited company. The aim is to evaluate Czech national law with respect to the relevant British law rules. Another objective is to propose de lege ferenda amendments to current state of law. The thesis is divided into three chapters The first chapter defines the duty of due managerial care and the content of duties imposed on members of a governing body of a company in Great Britain. Judicial decisions of both jurisdictions reveal that directors are not expected to have a knowledge possessed by a specialist. However, good general knowledge is required. Subsequently, the dual objective / subjective standard is introduced. Lord Hoffmann borrowed the test set by the Insolvency Act 1986 and stated that such a test should not just apply during insolvency. The second chapter is dedicated to fiduciary duties and the position of duty of loyalty within the scope of due managerial care. The aim is to present the subjective test covering acts exercised to promote the success of a company. The standard rests upon the idea that directors must exercise their discretion bona fide in what they consider, not what the court may consider, is in the interest of the company. Another field of interest is...
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