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Good Faith in private obligations
Baier, Jaroslav ; Hendrychová, Michaela (advisor) ; Elischer, David (referee)
in English, key words Title: Good Faith in private obligations Abstract: In this thesis, the importance of the "good faith" in Czech private law and its role after recodification of Czech private law is being studied. The thesis is divided into three key parts. In the first two parts part, we deal with good faith as an open texture, consider the question whether it is a legal principle or not and in the third part, we study the relationship of good faith to selected institutes of Czech private law. The Civil Code significantly reinforces the role of open textures in order to allow for flexibility in an application of a legal norm, and good faith plays an important role in this context. Furthermore, we deal with two aspects of good faith, in the objective and subjective sense. Whilst many academicians see good faith in an objective sense as a standard of conduct in the framework of which everyone must exercise their rights and duties, good faith in its subjective sense is understood by some of the academicians as a state of mind that is endowed with legal protection. In this thesis, we present our view in the sense that we consider good faith as a combination of the two approaches outlined above. We draw this conclusion on the argument that in order to assess whether a person is in good faith or...
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Squeeze-out of minority shareholders under s. 183i and subs. of the Commercial Code
Baier, Jaroslav ; Štenglová, Ivanka (referee) ; Čech, Petr (advisor)
Resumé The purpose of my thesis named "Squeeze-out of minority shareholders according to § 183i et. seq. of the Commercial Code" is to bring a coherent insight at the chosen problems of share deprivation belonging to minority shareholders in the Czech joint-stock companies. Despite its relative recency (in the Czech law effective since 2005), the institute of squeeze- out has become notorious for lack of legislative quality, vast exploitation possibilities at the hands of the majority shareholder and for low respect paid to interests of small shareholders. Probably nobody would doubt an economical impact of the squeeze-out itself, but the Czech version evokes them. These doubts might be particularly seen in difficulties dealing with judicial review of the amount of compensation paid for the squeezed shares and subjectivity of the experts' estimation of shares value. In my thesis, I have focused primarily on the disputable aspects of the squeeze-out, tried to perform a critical view and introduce solutions (in terms of de lege ferenda) for some of the problems that might be found in the context of this institute, particularly the topic of the Main shareholder, Monetary compensation and chosen decision of the Czech High Court. This thesis is composed of nine chapters, summing up the institute from its...
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