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Types of shares in limited companies
Šendera, Radek ; Čech, Petr (advisor) ; Josková, Lucie (referee)
Types of shares in limited companies Abstract This thesis focuses on (variety of) types of shares in limited companies (limited-liability company and joint-stock company). The possibility to create various types of shares (share classes) is one of the many changes brought by the Business Corporations Act. Even though many years have passed since its entry into force, the share classes remain relatively new matter which inevitably brings many uncertainties and interpretation problems. Those are not limited to a narrow range of issues but concern the whole subject matter. Therefore, this thesis does not focus only on a limited range of related issues but approaches the problematics of share classes as a whole. The purpose of this thesis is to provide a comprehensive interpretation of issues related to the formation (creation) of various types of shares and to offer answers to the most important questions concerning this subject. Therefore, the first part of this thesis focuses on the concept of share in limited companies itself. On selected issues concerning shares, the nature of rights and duties attached to them is clarified. To demonstrate their advantages and disadvantages these rights and duties are compared with the ones arising from so-called sideletters at the end of the first part of this thesis. At...
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Classes of Shares in Limited Liability Companies
Lála, Daniel ; Černá, Stanislava (advisor) ; Dědič, Jan (referee) ; Josková, Lucie (referee)
1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...
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Share pledge in a corporation
Pašek, Dominik ; Elischer, David (advisor) ; Frinta, Ondřej (referee)
Share pledge in a corporation Abstract The thesis deals with the share pledge in a corporation. In the beginning I analyse the meaning and purpose of the lien. The following section deals with pledgeability of a share in a corporation. Firstly, I discuss the pledgeability of a share as an intangible movable asset that represents a set of rights and obligations arising from participation in a corporation and, further, the share pledge in each type of corporation, including the association and unit owners' association. The different rules for shares depend on whether they are in a form of a security or not. Subsequently, I deal with the formation of a lien, while focusing on the various titles from which the lien can arise and the question of the moment of creation of the lien. I analyse in detail the creation of a consensual lien, i.e. on the basis of a pledge contract. This is followed by the creation of an ex actu lien on the basis of a court's approval of an agreement of the heirs to divide the estate, and on the basis of a tax administrator's decision pursuant to the Tax Code, where I also provide practical information communicated by the General Financial Directorate. Then I analyse the ex lege lien, and I deduce several options where it could theoretically arise. In the part of the work that I consider...
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(Non-)transferability of shares in business corporations
Coufal, Ondřej ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
(Non-)transferability of shares in business corporations Abstract This diploma thesis deals with (non-)transferability of shares in unlimited partnership, limited partnership, limited-liability company and joint-stock company. A share represents participation of a shareholder in business corporation. Each form of business corporation has a different modification of share transferability in the Business Corporation Act. Transfer of share is either prohibited, limited or allowed without any limitation. The rules on transferability also differ as to whether shareholders may deviate from them or not. The differences are mainly due to the personal or capital nature of the business corporation. The aim of this work is to determine the reasons which led the legislature to current transferability of shares in business corporations and to assess whether this legislation an appropriate solution is. The diploma thesis is structured into five parts. The first part deals with the theoretical introduction and defines a share and business corporations. The second and third part of the diploma thesis provides a detailed analysis of the transferability of the share in business companies, including the explanatory uncertainties and discussions that the current legislation raises. Part of the second part is also the...
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Contract to transfer share in limited liability company
Bujgl, David ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
Contract to transfer share in limited liability company Summary Purpose of this diploma thesis is to draw attention to selected aspects of a contract to transfer a share in a limited liability company and to outline possible solutions to several interpretation issues arising out of the Act on Business Corporations. In the first chapter the author describes a change introduced by the Act on Business Corporations that allows creation of different types of shares in a limited liability company. Different rights and obligations may be connected with such shares. The author focuses on the division and description of selected rights and obligations and their impact on the content of the contract to transfer a share in a limited liability company. In the second chapter the author describes the contract to transfer a share in a limited liability company from the parties' point of view and their motivation to enter into such contract. The author of this thesis also compares the contract to transfer a share in a limited liability company with the acquisition of the company's assets and focuses on their practical advantages and disadvatanges. Furthermore, the second chapter outlines possible contract types that may be used for transfers of a share in a limited liability company. The third chapters deals mainly with...
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Vacant share
Novák, Petr ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
English summary rigorous thesis - Vacant share In this rigorous thesis named The Vacant Share I engage in analysis of the legal nature of the term vacant share in a private limited company and in analysis of legal relations pertaining to the release of a business share, especially of the use of a vacant share and property settlement with a former shareholder. The starting point for my conclusions is my emphasis on the content of the term share in a private limited company, thus emphasis on shareholder's participation in a company, which is represented by the share, while I infer the legal nature of a vacant share from the fact, that the release of a business share occurs as a result of termination of shareholder's participation in the company without anyone else getting into the position of the former shareholder. Although my conclusions gave rise to doubts whether a vacant share is a thing in legal sense, I finally came to the conclusion that a vacant share is an intangible movable thing which is not owned by anyone, even though it does not show legal features of a thing in legal sense. After all, a vacant share is a thing because the law stipulates so. In this thesis I significantly engage in analysis of legal relations regarding the use of a vacant share, in the course of which I identified features in...
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Share in a limited liability company as an object of legal relations, equity instrument
Jiroušková, Bohuslava ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
The private limited liability company, as the most frequently used type of business corporation in the Czech Republic, has recently undergone significant changes concerning its legal regulations due to the recodification of private law. This thesis focuses on the share in the limited liability company and the equity instrument (the share certificate), by which the share can be represented, along with the transfer of the share. The treatises aims to identify interpretational disputes arising from the recently enacted civil and corporation codes and, while using resources available at the moment, attempts to adumbrate possible outcomes and solutions. The work itself is divided into five chapters. First chapter provides general description of the notion of the share in the limited liability company and defines its nature. Further, possible variations of issue of shares in the limited liability company such as issue of different classes of shares and the option of ownership of multiple shares in one company are examined. In the second chapter, the concept of the share as a thing in itself (personal property) and the selected implications of this concept are discussed. The focus is aimed on topics, which appear to be highly questionable. Third chapter introduces the institute of the equity instrument...
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Share in a limited liability company as a subject of legal relations; equity certificate
Joklíková, Kateřina ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
Share in a limited liability company as a subject of legal relations; equity certificate The master thesis analyses the issue of the transfer of a share in a limited liability company including the possibility to incorporate a share into an equity certificate. The main purpose of this study is to introduce in detail the different phases of the tranfer of a share, an equity certificate and draw attention to several interpretative problems related to the new law of business corporations. Besides the applicable law, which is purposefully subjected to the comparison with legal regulation before the recodification of private law, the work examines the legal literature, including periodicals, and still aplicable case law of the Czech courts. The thesis is divided into five chapters. The first chapter looks briefly at a share in a limited liability company and its definition as a subject of legal relations. The second chapter deals with the modes of the transfer of a share and the preconditions of its realization in the form of obtaining the relevant permissions. This section also outlines possible consequences of not giving the necessary consents with the transfer. The core of the third chapter represents the share transfer agreement, its formal and subject matter requirements. There are also mentioned...
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Efficiency of fast breaks and its effects on the outcome of the top class handball matches
Houlík, Jiří ; Tůma, Martin (advisor) ; Buzek, Mario (referee)
Title: Efficiency of fast breaks and its effects on the outcome of the top class handball matches. Goals of the reaserch: Main goal of this essay is to discover how the effectivness of the fast breaks influence the outcome of the top class handball matches during the most important tournaments (ME, MS). Second goal is to discover if there is a link between effectivness of the fast break (or portion of the fast breaks from the total of breaks) and final place scored on the previously mentioned tournaments. Methods: Statistic analysis, ratio of fast breaks, comparism of the ratios Results: It was discovered, the teams with greater efficiency of the fast breaks took better places, in the sample of the reaserched tournaments, than the teams with lesser efficiency of the fast breaks. Teams that won the match used more fast breaks and with greater efficiency than teams that lost. There is a greater ratio of the fast breaks from the total number of breaks in the winning match than in the loosing match. Keywords: handball, fast break, efficiency of the fast break, portion, comparism of portions, place on the top class tournament.
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Business share in a limited liability company as a subject-matter of legal relations
Greplová, Pavlína ; Čech, Petr (advisor) ; Plíva, Stanislav (referee)
The purpose of my thesis is to analyse the legal regulation regarding the transfer of the business share in a limited liability company in the Czech Republic. I have chosen this topic because of a lack of its legal regulation on the one hand and controversy and topicality on the other hand. The study analyses relevant law, commentaries, books, articles and case law. Moreover, it also 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 providing a critical perspective on the current legal regulation and also the comparison with the new one. The thesis is composed of five chapters, each of which deals with different issues connected with both the transfer of the business share and the agreement on the transfer of the business share and a comparison with the new regulation. Chapter One is introductory and examines the concept of the business share as a subject-matter of legal relations. Chapter Two is subdivided into nine main parts. Part One focuses on the concept of the transfer of the business share. Part Two analyses its transfer to an existing shareholder or to a third party. Part Three focuses on the duty of loyalty of the shareholder. Part Four is closely...
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