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Monistic organizational structure of a Czech joint-stock company after recodification of private law
Chlup, Marek ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Monistic organisational structure of a Czech joint-stock company after recodification of private law. This thesis deals with the monistic organisational structure in Czech legal system. The possibility of choosing the one-tier system was given to the Czech joint-stock companies thanks to recodification of private law, under which, effective as at 1. 1. 2014, was adopted The Business Corporation Act. However, implementation of this obligatory option was not without difficulties. The legislator had chosen inconvenient solution when, unlike in the foreign jurisdiction, there are obligatory constituted two organs. Such a conception, based on links on the dualistic system, creates many interpretation difficulties. In the beginning of this thesis, I introduce internal organisational structures in the view of broader framework of corporate governance. Further, I characterize various organisational structures, classify them and point out their differences. The main focus is on the third chapter. First, I describe the development of the Czech legislation until present state. Flowingly, I characterize the Czech one-tier system, and then I analyse the organs that are in monistic organisational structure constituted. Special attention was requested by the board of directors and statutory directors. The largest...
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Remuneration of members of governing bodies of joint-stock companies
Peterka, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract Remuneration of members of governing bodies of joint-stock companies Remuneration of members of governing bodies of joint-stock companies is very topical. The aim of this thesis is to analyse the topic and its fundamental aspects, to compare legislation before and after the re-codification of Czech private law and to compare Czech and British law relating to remuneration. The first chapter defines the basic terms, aims and methodology of this thesis and describes relevant economic concepts (e.g. principal-agent problem, fragmentation of ownership of joint stock companies). The second chapter focuses on the issue of concurrent engagement as a director and as an employee of the company. This issue had been object of legal uncertainty in the past. The third chapter focuses on entitlement to remuneration. After the re-codification, the director is not entitled to remuneration unless otherwise stipulated by the parties. The right to be remunerated can be based on a service contract, internal directive or a resolution of the company. In certain cases, the member can be entitled to remuneration at the prevalent market rate. This is being compared in the thesis to the British regulation where decision-making about remuneration may be entrusted to the board of directors itself. On the other hand, the...
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The monistic structure of a Czech joint-stock company after recodification of private law
Kroupa, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The monistic structure of a Czech joint-stock company after recodification of private law This thesis deals with a regulation of the monistic structure of a Czech joint-stock company, which has been introduced by the Business Corporations Act as a part of the recodification of private law. The aim of the thesis is to identify the basic problems of interpretation of the regulation, summarize possible variants of interpretation and present specific solutions. The thesis is divided into four parts. At the beginning of the first section the basic grounds of corporate governance explaining the internal operation of a business corporation are described. Further in this section the two basic organizational models of a joint-stock company are introduced and characterized, the monistic model with the Board of Directors and the dualistic model with the Executive Board and the Supervisory Board. This part also includes the comparison of selected foreign models. The second part focuses on the basic issues of regulation of the monistic structure in the Business Corporations Act. The definition of the monistic system, arrangement of the regulation and the issue of cogency of the provisions concerning the organization of a company are analysed here. The core of the thesis is the third part, which describes the...
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Remuneration of members of governing bodies of joint stock companies from a comparative perspective
Komora, Matej ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Remuneration of members of the governing bodies of joint stock companies from a comparative perspective The purpose of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies in comparative perpective. This thesis deals with comparison of Czech and English jurisdiction. The topic is a highly relevant with regard to events of financial crisis 2008. The thesis primarily devotes its attention to the law contained in the Act on Business Corporation however it also takes into account the Commercial Code. Introductory part of the thesis outlines theoretical background of remuneration. It is followed by chapter describing concept of remuneration and introducing specific types of remuneration. Third part analyzes Czech law on remuneration of boards of directors contained in Act on Business Corporations and it is divided according individual titles that give rise to right on remuneration. In the last part of the thesis author describes English company law. Key words: remuneration, board of directors, comparison
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A monistic organizational structure of a joint-stock company under the Business Corporations Act in comparison with the French regulation
Koudelková, Zuzana ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The aim of the thesis is to characterize the new monistic system of corporate governance of the joint-stock company introduced by the Business Corporations Act and compare it with the french classical system. The scope of the research is focused mainly on the analysis of the basic interpretative problems that arise within the new legislation and the main differencies and similarities of the czech and french monistic systems. The thesis is composed of three chapters, first of them mainly defining the theoretical differentiation of the monistic and dualistic system of corporate governance. The Chapter Two is the most important part because it examines the pitfalls of the relevant Czech legislaslation on the monistic system. The Board of directors and the Statutory director are the main bodies set up within this system. This chapter is oriented mainly on the possible difficulties that may arise from the varied interpretations of the law caused by the application of the analogy in connection to the Supervisory board and the Board of directors of the dualistic system. The Subchapter 2.5 deals with the Board of directors as the basic controlling and executive body which is co- responsible for the business management of the join-stock company. The scope of the authority of the Statutory director and the...
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Remuneration of members of governing bodies of joint-stock companies
Slatinská, Silvie ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract The name of this diploma thesis is "Remuneration of members of governing bodies of joint-stock companies". The goal of this work is to examine current legal framework of this topic both in legal norms of Czech Republic and in normative and recommendative acts of relevant international organizations (European Union, OECD), consequently to assess real application of these norms and eventually to appraise possibilities of enforcement of the respective principles in real-life practice. First chapter focuses on principles of integrity of business affairs and defines basic terms. Second chapter centers primarily around legal problematic of Contract on Execution of Function of Member of a Board of Directors in a joints stock company and its practical implementation. Third chapter analyses and describes - within framework of both current and historic legal norms - possibilities of various forms of remuneration, which can be however also denied under certain circumstances. Fourth chapter deals with Principles of Corporate Governance. Fifth and final chapter provides for a reflection of real life practice, i.e. how respective joints stock companies interact with legal regulation, respectively how will they interact with it. Proper remuneration policy is a complex issue, which has a free right of owners...
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Primary and secondary liability of members of the Board of Directors against third persons
Boguský, Pavel ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Primary and secondary liability of members of the Board of Directors against third persons The aim of my thesis is to analyse thoroughly the regulation of primary and secondary liability of members of the Board of Directors against third persons (so-called 'outside liability') under the laws of the Czech Republic. The reason for choosing this topic is that it is relatively overlooked by most of the authors since they primarily focus on liability of the Directors against their own company (so-called 'inside liability'). By conducting my research I intend to redress such an omission and prove the significance of this issue. Chapter one provides a general overview of the inside liability issue. It explains why the Directors are in discharging their duties primarily accountable to the company for the damage caused by a breach of their duties and why third persons are entitled to claim damages from the Directors only in cases laid down in special statutory provisions. Chapter two together with chapter three form a substantial part of the text and provide the basis for the analysis in the subsequent chapters. Examining the currently effective regulation, these chapters deal with special provisions which constitute direct liability of the Directors for the damage caused to the third persons (most...
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The monistic structure of a Czech joint-stock company after recodification of private law
Tábořík, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The diploma thesis deals with a regulation of the monistic structure of a joint- stock company. This type of governance of a Czech joint-stock companies is introduced by the new Trade Corporations Act ("Act"), which is a part of an extensive recodification of the Czech private law. Introduction of this corporate governance system is not only consequence of this recodification, it is also largely a logical consequence of the statute shopping trend in Europe. The regulation of a monistic joint- stock company as introduced by the Act is not the first monistic company governance regulation in the Czech Republic. This option was already brought by the European Company Act in 2004. The first introductory part of the paper compares the two basic corporate governance systems and introduces the statutory bodies of the companies that distinguish these systems. Consequently, the study compares and evaluates the pros and cons of the two. Next part basically outlines the regulation of the European Company - Societas Europaea (SE). Main focus area of the study is the description of the monistic structure of a joint-stock company as introduced by the Act. The most important part is the description of the Board of Directors. Attention is paid to the membership in the Board, its convening and its conduct and also...
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Monistic structure of a joint-stock company
Vrána, Lukáš ; Borkovec, Aleš (advisor) ; Hraba, Zdeněk (referee)
IN ENGLISH: This thesis is focused on the monistic structure of joint-stock companies. The aim of the thesis is to analyse board structures in selected countries, subsequently to identify the features which are typical for a monistic governance structure and, finally, to compare these findings with statutory provisions in the Act on Commercial Corporations. The thesis is divided into seven separate chapters. Chapter One is subdivided into two parts. Part One is an introduction to the topic and attempts to define the term corporate governance. Part Two explains the importance of internal company structure for corporate governance. Chapter Two analyses board structures in Great Britain, the United States, France, Italy, Switzerland, the Netherlands, in the Czech version of Societas Europaea and also, for the purpose of comparison, the typical dualistic internal corporate structure known from Germany. The subjects of the analysis are the relevant statutory provisions on the one hand, and the functioning of governance structures in practice on the other hand. Chapter Three identifies features which are typical for monistic company structure, particularly the existence of a single board of directors which performs a strategy-setting function as well as supervision of management. Chapter Four discusses...
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Remuneration of members of the governing bodies of joint stock companies
Zahradníček, Jaroslav ; Černá, Stanislava (advisor) ; Horáček, Tomáš (referee)
1 Abstract Remuneration of members of the governing bodies of joint stock companies The goal of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies. The topic is a timely one, since high bonuses were one of the causes of the financial crisis. The thesis primarily devotes its attention to the law contained in the Commercial Code. The amendments to the Act on Business on the Capital Market are also mentioned. The recommendations of the European Commission and Directive of the European Parliament and Council are then subjected to analysis. Basic issues are addressed in the introduction to the thesis. The governing body of a joint stock company is the Board of Directors and deciding on its remuneration falls within the competence of the General Meeting. Frequently members of the Board of Directors also hold concurrent office in the company as employees. The difference between claimable and non-claimable bonuses and fixed and variable bonuses is explained. A member of the Board of Directors is in principle entitled to at least the usual bonus for performing his or her office according to the average use of the mandate contract. If the parties so agree or the law so stipulates, performance of the office is not paid. The actual declaration of the...
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