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Information duty in pre-contractual negotiations
Vrběcký, Matouš ; Horáček, Vít (advisor) ; Čech, Petr (referee)
Information duty in pre-contractual negotiations Act no. 89/2012 Sb., the Civil Code, has brought many changes into the private law. The new Civil Code within the frame of pre-contractual liability among other things explicitly embedded in the provision of Section 1728 Subsection 2 the so called general information duty, i. e. a duty of the contracting parties to notify each other of certain circumstances prior to the conclusion of the contract. The paper aspires to define the term and the scope of general information duty with the help of the comparison of approaches toward this duty in other states and with the help of existing judicial (both Czech and foreign) decision making. In certain aspects, documents of European Contract Law were also taken into account owing to the fact that the European Contract Law was used in the process of drafting the valid and effective Civil Code. Even though many sources were used while writing the paper, the scope of general information duty could not be definitely determined. With respect to the fact that no explicit and distinct limits of this duty are set, the main source of knowledge will be judicial decision making which should take a consistent attitude toward a complex issue of general information duty which is inseparably related to the Economic Analysis of Law....
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Legal protection of domain names
Matušek, Radek ; Horáček, Vít (advisor) ; Čech, Petr (referee)
Legal protection of domain names The main purpose of this thesis is to provide complex information about the topic of domain names. In the last fifteen years, domain names have become a very valuable estate, that can generate millions of dollars. The value of domain names have been a cause of various exploitations, namely speculative domain registrations of attractive domain names. These registrations are infringing third person rights, mostly trademark rights. The issue at hand with domain names seems to be the registration process. The first come, first serve principle that is associated with domain name registration can be a cause of various legal infringements. The thesis is divided into eight chapters. The first three chapters are an introduction into the world of domain names, providing necessary information about what domain names are, what is their definition and how they are categorised. The subject of the fourth chapter are the main organisations that have the most influence on domain names, where historical context and a summary of their functions are provided. The next chapter describes the legal nature of domain names, whether a domain name can be viewed as a property right or a contract right. Further the chapter analyzes relations between domain names and other legal institutions,...
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Settlement share and determination of its amount
Dvořáček, Ladislav ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
SETTLEMENT SHARE AND DETERMINATION OF ITS AMOUNT ABSTRACT The subject of my thesis is to analyse the legal regulation governing the settlement share and determination of its amount. The aim is to provide comprehensive picture of the issue of the settlement share both in terms of the commercial law, as well as in terms of the tax and accounting law. With regard to the recent and significant changes in private law, and thus in the area of settlement share, there is devoted ample space in the thesis to comparison of the current and former legal framework including application of the available judicature. The change of the particular law brought a lot of new questions and disputed interpretations, which are subsequently identified and analysed. My thesis consists of introduction, seven chapters and conclusion. Chapters one to four represent a general part in relation to the settlement share. The first chapter gives the definition of a settlement share from both the legal and economical perspective. It includes also consideration about possible treatment with the settlement share. The second chapter deals with the termination of the participation of a partner, which leads to the constitution of the settlement share. Chapter three analyses the various options for determining the value of the settlement share...
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Dissolution and liquidation of a limited partnership company
Kysela, Roman ; Štenglová, Ivanka (advisor) ; Čech, Petr (referee)
Working out of the topic dissolution and liquidation of the limited partnership company as my dissertation should allow the reader of this dissertation a complex view of this procedure, while my goal was also a direct an direct application of this dissertation in praxis. In the articles above I try to describe all necessary what should a prospective liquidator of the limited partnership company, or other person dealing with this matter, know, and how he should proceed in praxis and I also want to include all the recent changes of the private law, which in some cases appeared in some aspects of the procedure of dissolution and liquidation, and which have been in theory poorly covered by the literature of today. I split the dissertation into five main pieces. In part one I deal with dissolution of the company and I describe in details all causes, that cause a dissolution of the company, including the causes that lead to the liquidation. I devoted the second part to the liquidator. The liquidator is the most important person that enters the procedure of liquidation. In the scope of second part I describe his nomination, end of his function and the most important tasks entrusted to him. Over more I try to describe his status to other company's bodies and jurisdiction of such bodies in the liquidation....
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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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Organization of a European Company with a Monistic Type of Management
Věžníková, Petra ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
The diploma thesis deals with a one-tier (monistic) board structure of a European company (Societas Europaea) which has its registered seat in the Czech Republic. The governance of a European company is largely dependent on the national legislation, which has been in the Czech Republic significantly amended by a substantial recodification of private law. The thesis focuses on some of the interpretative difficulties that the new legislation has brought to the regulation of the monistic European Company, and presents some possible solutions thereto. In addition the statistical overview over the current state of European companies within Europe is included and commented upon. Powered by TCPDF (www.tcpdf.org)
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Unjust enrichment in business law
Koláček, Michal ; Horáček, Vít (advisor) ; Čech, Petr (referee)
The thesis analyses the legal concept of unjust enrichment in business law. General legal regulation of unjust enrichment itself has never been included in Commercial Code though it had to be interpreted according to the general regulation contained in the Civil Code. This conception remained unchanged even after the re-codification of civil law, which abolished the Commercial Code, thus we no longer need to differentiate between legal relationships which are of a commercial nature and those which are not. The conclusions reached by the Supreme Court in correlation with the previous legislation cannot be completely abandoned - based on the transitional provisions of the Civil Code - the preceding legislation, and therefore the conclusions of the case law relating thereto, remain applicable. The thesis analyses unjust enrichment, mainly from the perspective of civil law. The commercial aspect is provided in comparison to the previous legislation which focuses on the specifics or application problems in relation to unjust enrichment that have arisen in commercial law. For this purpose, the thesis deals with related legal concepts such as limitation of claims resulting from unjust enrichment, the invalidity of legal acts, etc. The thesis consists of five chapters. The first chapter analyses the...
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Liability of the governing body of a joint-stock company before and after recodification of private law
Grundman, Vojtěch ; Štenglová, Ivanka (advisor) ; Čech, Petr (referee)
in English The thesis deals with the liability of the members of statutory authority of a joint-stock company in antecedent legislation and in present legislation. These legislation are compared and their differences are described. Duties of a member of statutory authority (foremost duty of care), whose violation led to commencement of obligation to compensation for damage, are characterized. Specifically the thesis deals with their obligation to pay damages and their liability for damage. These relations are analyzed not only to company itself, but also in relationship to the shareholders and third persons. Thesis contains also research of claiming damages and business judgment rule.
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Enterprise on the verge of bankruptcy (some aspects)
Vodičková, Tereza ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
The purpose of this thesis is to analyse the administration of the corporation in difficulties. The reason for my research to show how different organs of the corporation are involved in the problem of pre-insolvency situation. This thesis is composed of four chapters each of them dealing with different aspects of the corpotaion threaten of the insolvency. Chapter One is introductory and analyses the legal qualification of the "pre-insolvency" situation. The chapter is subdivided into four parts. In the part one it is explained that the French law exists a special part of commercial law focused on the "entreprises in difficulties". Part two and three explains how the economical difficulties can be measured in relation to the registered capital or the equity and what are the consequences for the administration of the corporation. The part four of the Chapter one deals with "pre-insolvency" situation of the corporation according to "balance-sheet test" and the "insolvency test". The Chapter two examines the problem of acces to the information in relation to the "pre-insolvency" situation inside the corporation. Part four of the Chapter two focuses on the role of different organs inside the corporation able to initate or to make provisions in order to avoid the insolvency. The Chapter three is sibdivided in...
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Selected issues relating to the reservation of the right of ownership with a focus on transactions between entrepreneurs
Flídr, Jan ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
Der Hauptzweck dieser Diplomarbeit ist diejenigen Teilthemen zu behandeln, die im Zusammenhang mit der Rekodifikation des Privatrechts aktuell geworden sind oder zu denen tschechische Lehre Meinungen vertritt, die aus der komparatistischen Ansicht diskutabel sein können. Die Arbeit besteht aus fünf Teilen. Im Einleitungsteil wird der Charakter des Eigentumsvorbehalts beschrieben, insbesondere die Tatsache, dass sich dieses Institut nicht unter die Sicherungsinstrumente rechnen lässt, wie in der tschechischen Lehre häufig gemacht wird. Das zweite Kapitel befasst sich mit den Wirkungen des Eigentumsvorbehalts gegenüber Drittpersonen und Gläubigern des Käufers. Bezüglich der Häufigkeit der Vereinbarung des Eigentumsvorbehalts im Geschäftsverkehr sind besondere Anforderungen an die Gutgläubigkeit der Erwerber der Gegenstände zu stellen, die oft den Gegenstand des Eigentumsvorbehalts bilden. In der Arbeit wird begründet, warum die Unternehmen anzunehmen haben, dass der verlängerte Eigentumsvorbehalt zu vielen Gegenständen vereinbart wird. Was die Wirkungen gegenüber den Gläubigern des Käufers betrifft, komme ich im Einklang mit der italienischen Regelung zum Schluss, dass sich der Verkäufer auf den Eigentumsvorbehalt auch dann berufen kann, wenn die im §2134 des Zivilgesetzbuches vorgeschriebene Form nicht...
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