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A comparison of liability of a governing body member for debts of a business corporation due to the breach of duty to prevent insolvency of the corporation and wrongful trading
Krupičková, Petra ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Comparison liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency and wrongful trading The aim of thesis is to compare liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency and wrongful trading. The reason for choosing this topic was discussion which was last two years about extent of liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency in Czech Republic. The work is divided into three chapters. Chapter one provides a general overview of the liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency. It explains very wide extent of personal liability which the legislature provided not only to members of the boards of directions, but also the influential and controlling person Business Corporation. Furthermore, I analyze the enactment of the new duty to strive to avert bankruptcy and its impact on the members of the board of directors, as well as the newly enacted type of liability, based on a judicial decision. This part deals with questions such as, what extent can be expected in this type of liability, how will accessorial guarantor relationship or what...
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Statutory Secondary Liability in the Law of the Limited Companies
Vrba, Milan ; Černá, Stanislava (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
Particular cases of statutory secondary liability in the law of limited companies are relatively frequent. Forasmuch as a publication providing comprehensive analysis of the subject matter is still missing, the aim of the thesis is to offer thorough treatise of the issue in its whole broadness. The first chapter analyses the secondary liability as the institution of the general law of obligations. Fundamental features of the secondary liability are pointed out and respective rights and duties of the relevant parties are outlined. The issue of subrogation, joint secondary liability, termination of the secondary liability and statutory bar of the rights arising therefrom are discussed. The second chapter deals with the statutory secondary liability of the members (shareholders) of the limited companies. The thesis shows that both debts and claims of company may be subject to secondary liability of its shareholders. The third chapter focuses on the statutory secondary liability of the members of company bodies (directors). Besides primary liability for the harm caused, the company law punishes the director's failure to observe his or her duties by means of secondary liability for the company's debts as well. Particular cases are critically analysed. The fourth chapter concentrates on the statutory...
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Compensation of harm in a group of companies
Dolnák, Martin ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
The master thesis deals with regulation of group of companies with emphasis on compensation of damages. In the introduction of the paper the law of group of companies is defined and the main purposes of the regulation are pointed out. The main aim of this legal field is to protect minority shareholders and creditors of subsidiaries through the system of compensation of damages. This primary obligation is supplemented by other legal institutes protecting vulnerable subjects. The paper also mentions leading concepts, which represent a template for the new system of regulation in the Act on commercial companies and cooperatives. The analysis of new rules concerning compensation of damages in a group of companies is determined by the structure of provisions in the Act on commercial companies and cooperatives. The most important is a new institute of influence, which protects the integrity and interests of the influenced subsidiary. In case that the parent company affects the subsidiary, the parent company shall compensate damages to the subsidiary and it shall be liable for the subsidiary's debts to its creditors. The paper provides an analysis of group of companies and compares it with rules of domestic and European tax law. It is also compared with rules in previous commercial code. Because of that...
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The monistic structure of a Czech joint-stock company after recodification of private law
Kroupa, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The monistic structure of a Czech joint-stock company after recodification of private law This thesis deals with a regulation of the monistic structure of a Czech joint-stock company, which has been introduced by the Business Corporations Act as a part of the recodification of private law. The aim of the thesis is to identify the basic problems of interpretation of the regulation, summarize possible variants of interpretation and present specific solutions. The thesis is divided into four parts. At the beginning of the first section the basic grounds of corporate governance explaining the internal operation of a business corporation are described. Further in this section the two basic organizational models of a joint-stock company are introduced and characterized, the monistic model with the Board of Directors and the dualistic model with the Executive Board and the Supervisory Board. This part also includes the comparison of selected foreign models. The second part focuses on the basic issues of regulation of the monistic structure in the Business Corporations Act. The definition of the monistic system, arrangement of the regulation and the issue of cogency of the provisions concerning the organization of a company are analysed here. The core of the thesis is the third part, which describes the...
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Protection of minority shareholders after the recodification of Czech private law
Kolesár, Rastislav ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Protection of minority shareholders after the recodification of Czech private law This thesis is concerned with the instruments designated for protection of minority shareholders, their reasons and aims. The thesis critically assesses Czech legislation concerning the protection of minority shareholders, with the focus on new instruments and interpretation ambiguities and having regard to the opinions of professional public. After assessing the opinions of professional public, the author presents his own view on interpretation ambiguities. The thesis is systematically divided into seven chapters. Chapter One includes general terminology definitions. Terms shareholder, Czech public limited company, minority shareholder and qualified shareholder are explained. The term of protection of minority shareholders is explained here as well. Chapter Two includes general summary of the legislation concerned with protection of minority shareholders. The chapter divided according to the individual legal areas containing the protection. It includes complex outline of minority shareholder rights, with regard to their reasons and aims. Chapter Three includes detailed view and justification of use of correspondence voting, the instrument of attendance of general meetings by technological means, and cumulative...
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Contractual penalty as a means of corroboration of a debt in business relations
Novotný, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The thesis deals with contractual penalty as a means of corroboration of a debt in business relations. The topic was chosen by the author primarily because of the fact that contractual penalty is a traditional institute of private law. It is frequently used in the law of obligations as an instrument of corroboration of a debt. Therefore its application improves the position of creditor. The aim of this thesis is to scientifically describe and analyze institute of contractual penalty as frequently used tool of corroboration of a debt in the context of the current, relatively new legislation. The work is based on rules of the Civil Code effective since 1. 1. 2014. At the same time, there is a great emphasis on jurisprudence. The work also abounds comparison with the previous legislation, which aims to capture the development of the concept of contractual penalty. The thesis focuses on the most important issues related to the penalty clause. At the same time it offers a comparison with the English legislation in the last chapter. This comparison is particularly interesting due to the diversity of the legal system in the Czech Republic and the legal system in England. The work is divided into eight main chapters, which are divided into subsections according to the content of the topic. The first...
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Remuneration of members of governing bodies of joint-stock companies
Vlček, Karel ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Remuneration of members of governing bodies of joint-stock companies The topic of this diploma thesis is the remuneration of members of the governing bodies of joint-stock companies under the Czech Business Corporations Act. Taking into consideration the tradition in the Czech Republic, I focused on joint-stock companies with the dualistic board system comprising of board of directors and supervisory board. This thesis mainly deals with the questions regarding the mandatory agreement on remuneration in the contract on performance of the office, the role of the general meeting and the new institute of subsidiary gratuitous office performance. In total, this thesis comprises of the introduction, six chapters, and the conclusion. The introduction is followed by the definition of basic terms, especially the definition of board member remuneration. The second chapter briefly introduces the corporate governance and focuses on the remuneration as a corporate governance instrument, which should contribute to the resolution of the agency problem between the shareholders and the management. The third chapter outlines the statutory regulation of remuneration within the contract on performance of the office and especially deals with the possibility of the agreement on remuneration outside the contract on performance of...
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Duty of due managerial care of memeber of an elective body of a limited company
Černý, Pavol ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
IN ENGLISH The purpose of this paper is to analyse all segments of the duty of due managerial care of member of an elective body of a limited company and propose de lege ferenda approach to segments of the duty. Another goal of this master's thesis was to examine new business judgment rule and present an alternative British model of the rule. To provide a comparative approach the paper utilizes the British company law approach. The first chapter introduces the origin of the duty of due managerial care, in particular its roots in Roman law and Austrian civil code. The second chapter is divided into five subchapters. The first subchapter highlights the recent changes to the duty of due managerial care after recodification of private law. The second subchapter examines duty of care as one of two integral parts of the duty of due managerial care. Firstly, it analyzes the quality of care expected of directors. Secondly, it focuses on the test for determination of necessary standard of care. Thirdly, following a critical examination of the test for determination of a standard of care, the paper suggests de lege ferenda test of due care. Finally, the first subchapter considers the British duty of care, skill and diligence. The third subchapter covers the duty of loyalty including duties derived from it...
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Unfair competition (the concept of legal regulation, selected causes)
Nývltová, Petra ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Resumé Unfair Competition (Conception of Legal Regulation, Selected Facts in Issue) Cybersquatting - a term that is often used but less often defined. The purpose of this Thesis is to deal with this phenomenon, to try to define it and mainly to assess applicability of the legal regulation of unfair competition not only to this phenomenon but also to other unfair practices in the field of information technologies connected in some way with domain names. The Thesis has been divided into two basic parts: The first part deals with the conception of the legal regulation of unfair competition in the Czech Republic. Here, the signs of the general clause contained in Section 44(1) of the Commercial Code are discussed in detail and the doctrine of competitive relations that is mostly applied in practice is critically evaluated. The first part of this Thesis also includes a proposal for a solution to overcoming the limits of this doctrine in the form of a two-stage test of practices in commercial intercourse whose part is the proposed conception of the economic conflict of interest which allows the persons involved to take legal actions against those competitors who use unfair practices despite their company's objects being quite different. In this part, the reader can even find some de lege ferenda considerations...
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Remuneration of members of governing bodies of joint stock companies from a comparative perspective
Komora, Matej ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Remuneration of members of the governing bodies of joint stock companies from a comparative perspective The purpose of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies in comparative perpective. This thesis deals with comparison of Czech and English jurisdiction. The topic is a highly relevant with regard to events of financial crisis 2008. The thesis primarily devotes its attention to the law contained in the Act on Business Corporation however it also takes into account the Commercial Code. Introductory part of the thesis outlines theoretical background of remuneration. It is followed by chapter describing concept of remuneration and introducing specific types of remuneration. Third part analyzes Czech law on remuneration of boards of directors contained in Act on Business Corporations and it is divided according individual titles that give rise to right on remuneration. In the last part of the thesis author describes English company law. Key words: remuneration, board of directors, comparison
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