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Insolvency of a Subsidiary Corporation and its Group Consequences
Smetanová, Eva ; Černá, Stanislava (advisor) ; Pelikán, Robert (referee)
Insolvency of a Subsidiary Corporation and its Group Consequences Abstract The thesis deals with insolvency of a subsidiary corporation and its group consequences. The thesis focuses on description and analysis of consequences of subsidiary's insolvency putting emphasis on parent company and the way in which creditors of a subsidiary can protect their claims within the Czech corporation and insolvency law. The keynote of the thesis is the fact that the economic reality of operation of a corporate group collide with the separate entity principle and the doctrine of limited liability. First the thesis analyses the ways how the parent company exerts influence over the subsidiary, because on its relation to the subsidiary depend the consequences concerning the responsibility for the insolvency of the subsidiary. Then the concept of de facto directors and shadow directors is explained. This concept is based on the real economic direction of the corporation, so the creditors could reach the assets of parent company by this concept without using the ultimate means as the doctrine of piercing the corporate veil. Finally, the thesis describes particular institutes of Czech corporation and insolvency law that provides for consequences that the insolvency of the subsidiary could cause in the sphere of the parent...
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Specific aspects of using trusts in business relations
Adámková, Nikola ; Černá, Stanislava (advisor) ; Tomášek, Petr (referee)
The main aim of this thesis is at examining and describing the legal conditions and limits of the use of trusts in commercial relations, primarily the advantages that trusts can offer to commercial relations and the possible difficulties of their legal regulation. The thesis is based on the fact that the current legislation does not contain special provisions regulating the specifics related to the existence and activities of a commercial trust. It is the absence of explicit regulation and relevant case law, as well as the lack of Czech legal literature focused on commercial trusts, that lead the author of this thesis to use foreign literature, not only to describe and answer some of the uncertainties associated with the current legal regulation of trusts, which are most evident in their involvement in commercial relations. The first part of the thesis contains a brief description of the history of the institute of trust, which originally developed as an institute for the preservation and maintenance of family property and as a more flexible alternative to the inheritance law. The history of the trust helps to understand why the use of trusts in commercial relations is not particularly developed in the Czech legal environment, in contrast to the renewed use of this institute in family relations....
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Pitfalls of application of the legal regulation of types of shares in a limited liability company
Spousta, Jan ; Tomášek, Petr (advisor) ; Černá, Stanislava (referee)
- Pitfalls of application of the legal regulation of types of shares in a limited liability company This thesis focuses on the issue of the types of shares in a limited liability company. This relatively new concept was introduced into Czech civil law by a recodification effort effective from 1 January 2014, and from the beginning it, like any substantial change in law, has been accompanied by ambiguities in interpretation. As of 1 January 2021, an extensive amendment to the Act on Business Corporations comes into force, which aims, among other things, to resolve some controversial issues and interpretive ambiguities. This work has a very similar goal and to some extent is based on the amendment to the Commercial Corporations Act. The thesis is thematically divided into four consecutive chapters. The first chapter generally introduces the share in a limited liability company and the possibility of emitting different types of shares. This part represents the starting point for further considerations and thus forms the basis of the whole thesis. The first chapter is followed by the second chapter with an overview of standard typology of shares, with basic share and a share with special rights. This chapter also contains a critical assessment of the need for such typology and the implications of this...
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The rights and duties of members of a limited company in liquidation
Brendlová, Eliška ; Josková, Lucie (advisor) ; Černá, Stanislava (referee)
The diploma thesis deals with the change in the content of some rights and duties of members of limited companies after the company enters into liquidation. The legal regulation of liquidation is generally not sufficiently represented in the current legal regulations and its interpretation is not always clear. Also, court decisions and conclusions of legal theory regarding the liquidation of capital companies, which would help to clarify some controversial areas, are not very common at present. In the case of a more specific issue of the rights and duties of members after the company's entry into liquidation, the situation is even more unclear. Although liquidation legislation is generally considered to be successful, it contains a large number of ambiguities which cause problems in its interpretation. The aim of this work is to objectively analyze the individual selected rights and duties of the members of the liquidated limited company, the content of which is internally changed due to the company's entry into liquidation, to point out these content changes and draw attention to any problems or ambiguities that may arise. Furthermore, the aim of this work is to try to find solutions to the above problems and ambiguities. Apart from the introduction and conclusion, the work itself consists of...
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Protection of competition from the perspective of control of concentrations between competitors
Hora, Šimon ; Černá, Stanislava (advisor) ; Liška, Petr (referee)
Protection of competition from the perspective of control of concentrations between competitors Abstract One of the basic areas of competition law is concentration between undertakings. The protection of competition, as a subject of competition law, requires the assessment of concentrations and the authorization of concentrations in cases where mergers are likely to give rise to a structural change of a lasting nature in the market. The thesis deals with individual aspects and institutes decisive for assessing the concentration of competitors, whether from the point of view of Czech or European legislation. Considerations and interpretations of individual aspects of mergers are based on decision-making practice, in particular by the Office for the Protection of Competition and the European Commission. The purpose of this thesis is to present in detail the institutes of merger control and look at them critically in order to answer the essential question posed in the introduction of the thesis, whether the current rules for assessing mergers are able to effectively protect competition even in today's dynamic times. In the individual chapters, first, space is devoted to the general presentation of competition and its importance, as well as to competition law. In the following chapters, the thesis...
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Formation of limited liability company: the current regulation and EU prospects
Pechač, Patrik ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
63 Abstract The aim of this master's thesis is to describe and analyse the foundation and incorporation process of limited liability company according to the Czech law as well as to describe and analyse the directive (EU) 2019/1151 of the European Parliament and of the Council amending the directive (EU) 2017/1132 of the European Parliament and of the Council. The thesis is divided into 3 chapters. Chapter one is a brief summary of the characteristic features constituting limited liability company that distinguish it from other forms of business companies. Those features are limited liability of shareholders, necessity to create share capital, flexible legal regulation and the nature of the company leaning toward smaller involvement of shareholders in the company management. Chapter two deals with the foundation and incorporation of limited liability company according to the Czech law. The first part of this chapter deals with the articles of Association from a general point of view. It deals with the elements of the articles of Association, with the focus on mandatory elements. The second part of this chapter discusses the pre-incorporation contracts. The third part of this chapter deals with the obtaining of a business licence, especially the regulated trade licence. The fourth part of the second chapter...
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The Legal Status of a Member of the Statutory Body of a Dependant Joint Stock Company
Štaňko, Silvie ; Černá, Stanislava (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
(EN) The dissertation deals with the issue of the legal status of a member of the statutory body of a joint stock company in a situation when the influence of the concern's controlling entity interferes with his/her powers. Attention is paid in particular to the definition of the boundaries of due care and to the binding nature of the concern's guidelines and instructions. In preparing the dissertation, general methods of scientific work, such as deduction, analysis, synthesis and the descriptive method, were used. In addition, specific formal legal methods were employed, namely grammatical interpretation, logical interpretation and systematic interpretation (considering the context and place of the provisions from the point of view of the legal regulation, the system of private law, as well as from the point of view of the entire Czech legal system). As supporting methods, historical interpretation (the rules prior to the recodification of private law) and teleological interpretation (reasoning that uses the meaning of corporate law) were applied. Furthermore, the comparative method was used to a considerable extent in the preparation of the dissertation. This involves both a comparison with selected foreign rules (German, British and French) and a comparison with rules at the Community level. The...
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Types of shares in limited liability company
Srbová, Kateřina ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Types of shares in limited liability company Abstract Prevailing non-mandatory rules in the Business Corporations Act give considerable possibilities to the party autonomy of its addressees, so they can agree on their own regulation of rights and duties for certain matters, if the law allows it. Types of shares in limited liability company are one of those matters, which is also the topic this diploma thesis deals with. In accordance with the Business Corporations Act, memorandum of association can admit formation of different types of shares in the limited liability company. However, this act does not specify in more detail which types of shares can be or can not be in limited liability company created or what the limits of its formation even are. The main aim of this diploma thesis is to determine those limits and also rights and duties connected to the share that are possible to be modified or excluded and whose modification can create individual different types of shares in limited liability company. This diploma thesis consists of three main chapters which are further divided into subchapters. The first chapter is devoted to the share in limited liability company as a general legal term, its content and its delimitation as a subject of legal relationships. The second chapter is aimed at the limits...
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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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Ascertaining beneficial owners of limited business corporations and the legal consequences of discrepancies in their register
Tocik, Jan ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
1 Ascertaining beneficial owners of limited business corporations and the legal consequences of discrepancies in their register Abstract The ongoing EU regulatory developments in the area of anti-money laundering and combating the financing of terrorism have brought obligations to identify and register data on beneficial owners of legal persons and legal arrangements. Beneficial owners are, in the most general sense, natural persons who, on a factual or legal basis, directly or indirectly, control a legal person or legal arrangement, own a significant share in it or draw a substantial part of funds from its capital resources. The main purpose and objective of these obligations is to ensure increased transparency of these legal entities so that they cannot be easily exploited for the perpetration of (financial) crime. In order to implement the latest European legislation into the Czech legal system, the Czech legislator adopted (and is currently amending) Act No. 37/2021 Sb., on the Register of Beneficial Owners, which regulates this legal matter in a general and comprehensive manner. The object of this thesis is the analysis of the new statutory regulation and the assessment of whether it is capable of achieving its objective, which is to ensure increased transparency of legal persons, specifically in the...
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