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An impact of incapacitation of a limited company upon legal theory and practice
Kříž, Josef ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
OF DIPLOMA THESIS An impact of incapacitation of a limited company upon legal theory and practice Author: Josef Kříž Supervisor: JUDr. Petr Čech, LL.M, Ph.D. Department: Department of Commercial Law The main purpose of my thesis was to analyse the significant change in the concept of limited company, i.e. old-new concept of the members of statutory body as agents of the company. However, I conceived a thesis more generally as analysis of the question of whether the New Civil Code and the Business Corporations Act incapacitated limited company or not. The thesis is divided into five main chapters, including an introduction and a conclusion. In the second chapter I try to reconstruct legal thinking of First Czechoslovak Republic on this issue, because its reference by the New Civil Code. Although views on the status of a statutory body of legal persons and the legal capacity of a legal person were different, I came to the conclusion that there was more or less consensus that members of statutory body are agents of legal persons. Regarding the legal capacity of a legal person, then it can be concluded that the doctrine of the First Czechoslovak Republic concluded either that the legal person is a person incompetent, or that the legal capacity is not by definition characteristic of legal person. In the...
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Exclusion And Withdrawal of Members And Cancellation of Their Membership In a Limited Liability Company
Novopacký, Daniel ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
Exclusion And Withdrawal of Members And Cancellation of Their Membership In a Limited Liability Company Abstract This thesis aims to analyze current legislation of exclusion and withdrawal of members and cancellation of their membership in a limited liability company. Although comparing the current legislation with the previous one is not the purpose of the thesis, such comparison is provided in several places. The purpose is to show the same or, conversely, different features of both, particularly in relation to the applicability of existing case law and doctrinal interpretation. The work consists of three main chapters that form a coherent wholes. The first chapter is devoted to the withdrawal of a member of a limited liability company and is further divided into several sub-chapters. It deals with the legal aspects of the withdrawal of a member under the Czech legislativ. It describes in detail the various reasons of the withdrawal and also offers some suggestions de lege ferenda. The second chapter focuses on the exclusion of a shareholder of a limited liability company by the general meeting. It brings an analysis of legislation, describes the procedure of exclusion and analyzes the available case law. The third chapter, entitled "Termination of participation of a member of a limited liability company...
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Business establishment
Romanová, Renata ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
Resumé In my thesis, I focus on issues related to the change of the concept of the business establishment, part of the business establishment and purchase of a business establishment in relation with the recodification of the Czech private law. After the introduction in the first chapter, the second chapter deals with the concept of business establishment. Business establishment within the meaning of section 502 of the Civil Code is a newly conceived as an organized set of assets and liabilities created by an entrepreneur, based on his will, are used to pursue his activities. A business establishment is presumed to comprise everything that is typically used for its operation. Thus, in accordance with the propositions of the European Court of Justice was to Czech private law enshrined the concept of the intent of the entrepreneur. The third chapter deals with the parts of the business establishment, specifically definition of the business establishment and reflection on the possibility of using jurisdiction and professional publications under the previous arrangements to similar issues. The fourth chapter deals with the purchase of the business establishment specified in the provisions of section 2175 et seq. Civil Code. In context of the new regulation on purchase of the business establishment, I focus on...
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The expulsion and the withdrawal of the shareholder and the court-ordered termination of his participation in a limited liability company
Murár, Filip ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
v anglickém jazyce The diploma thesis called "The expulsion and the withdrawal of the shareholder and the court-ordered termination of his participation in a limited liability company" deals with the analysis of the selected legal aspects of a limited liability company. Considering the extent to which the limited liability company is represented in the Czech business practice (it is at present the most prevalent form of business corporation in the Czech Republic), it is possible to assume that it is most desirable to thoroughly analyze the legal regulation of the limited liability company. However, the contribution of such analysis lies particularly in the field of legal theory, namely with regard to the new recodified legal regulation of the private law, which has had, legally effective as of January 1, 2014, a distinct impact also on the law of business corporations, and which has introduced a number of changes and new institutes and also a number of interpretation problems and potential ambiguities connected therewith. In this connection, the diploma thesis pays attention to the partial topic of the cessation of the shareholder's participation in the limited liability company. Within the frame of this topic, the diploma thesis focuses on the selected forms of the cessation of the shareholder's...
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Representation of a business corporation by its governing body
Lemberger, Jiří ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The Master's thesis deals with issues of representation of business corporation by its governing body. The thesis is composed of an introduction, three chapters and a conclusion. Every chapter consists of four parts. The last part of each chapter contains brief summary of the most important issues of the particular chapter. The main aim of this thesis is to analyze most important issues concerning with representation of business corporation by its governing body and to compare recent legislation with the legislation effective till the 31st December 2013. The aim of this thesis is also to evaluate the changes which occurred in accordance to the new legislation and to examine if it is possible to use former jurisprudence recently. The first chapter is considered as introductory and contains the explanation of basic terms which are important for the other parts of the thesis. The first chapter is focused on definition of business corporation and evaluation if the business corporation is capable of acquiring rights and incurring obligations or not. In the first chapter it is also described the issue of corporation's representatives and scope of their powers. The second chapter is concerned with the representation of business corporation by members of its governing body. At the beginning of this chapter...
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Liability for defects in business transactions
Matějíček, Pavel ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The topic of this thesis is liability for defects in business transactions, or using the terminology of the effective Civil Code, obligations from non-performance. Rights from non- performance are one of the most important legal instruments regarding liability, together with liability for damage and liability for delay, all arising from pecuniary contracts, mainly from purchase contracts and contracts for work. With respect to the elapsed recodification of civil law, obligations arising from non- performance are no longer subject to two codes (in Act No. 40/1964 Coll., Civil Code and in Act No. 513/1991 Coll., Commercial Code), they are now governed only by Act No. 89/2012 Coll., the effective Civil Code. Civil code and its provisions are therefore the main part of this thesis. Moreover, some parts of the thesis contain comparison of the effective Civil Code to the preceding legislation, i.e. the Commercial Code, and to some international treaties as well. The first chapter, which follows right after the preface, contains sources of this thesis. The second chapter deals with the concept of obligations arising from non-performance, compares them to other areas of civil law dealing with liability, and later deals with the concept of commercial obligation. The third chapter talks about the provisions...
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Disqualification of a governing body member and other persons from their positions in a business corporation
Lála, Daniel ; Čech, Petr (advisor) ; Liška, Petr (referee)
Disqualification of a governing body member and other persons from their positions in a business corporation Abstract The master thesis analyses the regulation of disqualification of directors and other persons from the management of a business corporation. The purpose of this study is to introduce in detail the grounds for disqualification and to define persons who might be disqualified based on each particular ground, moreover, to describe a scale of effects of a disqualification order and to deal with the consequences of acting while being disqualified. The attention is also drawn to several interpretative problems, which are construed. Additionally, the thesis reflects the regulation of the English Company Directors Disqualification Act 1986 and the relevant English case-law. Except for the introductory part and the conclusion, the thesis is divided into six chapters. The first chapter looks briefly at the disqualification as such and its purpose. Additionally, it is generally described, who might be disqualified. Special attention is paid to the person that is in a similar position as a director and to the influential and controlling persons. The second and the third chapters deal with particular grounds for disqualification. Firstly, it is focused on the disqualification which is pre-conditioned by...
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Discharge of a commercial contract in Czech and English law
Zvára, Michael ; Černá, Stanislava (advisor) ; Čech, Petr (referee)
-1- Abstract (in English) This thesis analyses discharge of a commercial contract, whereas attention is being paid to the initial impossibility and frustration of a contract. An introduction chapter is being followed by a chapter examining the importance of a case law for contract law in the Czech Republic and in England. Fundamental differences in perception of the case law binding character in Czech and English law are being outlined a also with regard to the new Civil Code importance of case in contract law is being stressed. The following chapter deals with the initial impossibility. A principle stating that each initial impossible performance is null and void is being examined with the emphasis to question, whether this principle is appropriate. Issues concerning the sale and lease of a future object are being investigated and the legal framework of the Czech Republic is being compared with the legal framework of Germany, Austria and England and also with the international documents of the contract law. The fourth chapter deals with frustration of contract. The historical development of the institute of frustration is described and attention is being paid to frustration of contract in the new Civil Code. In this chapter is on the background of legal framework of Austria and Switzerland pointed to the...
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Business share in a limited liability company and its transfer
Komárková, Dita ; Čech, Petr (advisor) ; Zahradníčková, Marie (referee)
This thesis focuses on legal questions of a business share in limited liability company and its transfer. The subject of the analysis is legal regulation of the transfer of the share, a contractual autonomy of shareholders given by the Commercial Code and relating to the transferability of the share and a contract for the transfer of the share. In addition to that this thesis deals with a securing an obligation through the transfer of title of the share.
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Due managerial care and diligence and liability for their breach in a limited company
Sosna, Jakub ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
The requirement to perform duties with reasonable care and loyalty under the threat of liability is a basic standard every corporate director must meet. The aim of this thesis is to analyse the content of this standard and liability within the context of new re-codification of Czech private law. In doing so, the author focuses on interpretative possibilities and problems that may occur. Chapter One is an attempt to connect the main topic with a broader context of law and economics knowledge in order to define leading requirements for company regulations. Chapter Two consists of three parts. Part One briefly describes content of fiduciary duties. Part Two refers to duty of loyalty. The author aims to answer a traditional task to whom the corporate directors serve. The author argues for so-called enlightened shareholder value model. This model requires director to promote the success of the company for the benefit of its shareholders as a whole. In doing so, they need to take into account the company's stakeholders' interests and the impact of the company's operations on the community and the environment. Part Three examines to what extend company directors have to exercise general knowledge, skills and experience that they are expected to have. Chapter Three investigates a task of director's...
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