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Contract of sale under business law
Švábová, Jana ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee) ; Marek, Karel (referee)
The purpose of the thesis "Contract of sale under business law" is to compare changes of the contract of sale, which occurred as a result of the newly adopted Act No. 89/2012 Coll., Civil Code. The aim of this thesis is to simultaneously take into account the proposal for a European Parliament and Council Regulation on a Common European Sales Law (Common European Sales Law, CESL). The thesis also focuses on selected provisions of the purchase - especially rules governing the acquisition of ownership from unauthorized (and the related principle of good faith) under the new Civil Code. Rules governing the acquisition of ownership were significantly changed. Thesis attepmts to specify rules which are applied in the case one of the contracting parties is in the possition of a consumer. Specific features of contracting process must be taken in consideration due to the protection of consumers and or small and medium- sized enterprises. The thesis is focused on selected aspects of the contract of sale, thus the purchase of property, asset deal or liability for defects are mentioned only in passing.
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Primary and secondary liability of members of the Board of Directors against third persons
Boguský, Pavel ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Primary and secondary liability of members of the Board of Directors against third persons The aim of my thesis is to analyse thoroughly the regulation of primary and secondary liability of members of the Board of Directors against third persons (so-called 'outside liability') under the laws of the Czech Republic. The reason for choosing this topic is that it is relatively overlooked by most of the authors since they primarily focus on liability of the Directors against their own company (so-called 'inside liability'). By conducting my research I intend to redress such an omission and prove the significance of this issue. Chapter one provides a general overview of the inside liability issue. It explains why the Directors are in discharging their duties primarily accountable to the company for the damage caused by a breach of their duties and why third persons are entitled to claim damages from the Directors only in cases laid down in special statutory provisions. Chapter two together with chapter three form a substantial part of the text and provide the basis for the analysis in the subsequent chapters. Examining the currently effective regulation, these chapters deal with special provisions which constitute direct liability of the Directors for the damage caused to the third persons (most...
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A share in a limited liability company with regard to its transfer
Nešetřilová, Markéta ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
My thesis consists of two main parts. First part deals with major changes introduced by the Company Act 2014 and the New Civil Code 2014 to the regulation of the share in the Limited Liability Company. The aim of the first part is to analyse the most significant changes introduced by the Company Act 2014 and the New Civil Code 2014 and to present various arguments in favour of and against this new regulation. I have decided to compare the Czech regulation with the German regulation which has already introduced similar changes five years ago. The main contribution of this part is therefore not only to provide critical evaluation of the new regulation, but also to point out that in some situations we can draw inspiration from the German regulation. Second part focuses on the transfer of the share, agreement on the transfer of share and special ways in which the share can be transferred. My thesis is divided into four chapters. First (introductory) chapter defined the share generally, using its qualitative and quantitative aspects. Second chapter deals with the abovementioned changes introduced by the Company Act 2014 and the New Civil Code 2014, more specifically it deals with the fact that the New Civil Code 2014 distinguishes the share as a thing in the legal sense, the fact that the Company Act...
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Election and removal of members of the governing and supervisory boards of a joint stock company from a comparative perspective
Kolarczyková, Eva ; Černá, Stanislava (advisor) ; Horáček, Vít (referee)
Election and removal of members of the governing and supervisory boards of a joint stock company from a com- parative perspective The diploma thesis deals with the ways of the appointment and removal of the members of the governing and supervisory boards of a joint stock company in the Czech Republic and in Great Britain. It focuses on three main areas: the appointment, removal and the eligibility of members of the governing and supervisory boards of a joint stock company. The aim of the thesis is not only to describe the Czech and British legal provisions on these topics, but also to compare and evaluate them. Within the scope apart from other things it attempts to answer these questions: whether the new Czech Companies Act which will come into force on the 1st January 2014 has been influenced to some extent by the British Companies Act 2006 or whether British pattern did not offer any inducement to any change. The thesis consists of seven chapters. The first three chapters analyse legislation of the Czech Republic. They describe legal provisions of the cur- rent Commercial Code and compare them with the provisions of the new Companies Act and the new Civil Code. The next three chapters describe British law. The last chapter compares and evaluates legislations of both states. The first chapter...
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Anonymity of shareholders and the requierements for their identification
Paulus, David ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Anonymity of shareholders and the requierements for their identification This thesis concentrates on the anonymity of shareholders which is currently one of the most discussed aspects of the corporate law. The topicality of this issue was one of the reasons for the selection of this topic. Czech legislation has been criticized both by NGOs and a large part of Czech population for the excessive simplicity of the use of anonymous shares and for owners identification impossibility.. The paper is focused on ways of both hiding the beneficial owner of shares and also shareholders identification. This work is written during the ongoing debate on the abolition of bearer shares, which is considered to be an instrument for corruption or legalization of proceeds from criminal activities, so-called money laundering. Debates on the abolition (or at least reducing) of the shareholders anonymity are being held not only in the Czech Republic. Many countries have already implemented certain instruments in this area. Bearer shares have been canceled without compensations in some countries, , other countries allowed their demeterialized or immobilized form. The aim of this work is to analyze not only valid and effective legislation, but also the legislation enacted in connection with the recodification of private...
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The duty of due managerial care and diligence of the member of en elective body of a limited company and the consequences of its breach
Šubertová, Karolina ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The purpose of this thesis is to compare the standard of due care in contemporary legislation as well as in the new upcoming legislation which should become effective as of 1 January 2014. Furthermore, the thesis is focused on consequences of breach of the standard of due care by persons in position of members of elected bodies of capital business companies and / or business corporations. The thesis is composed of six chapters. Chapter One is introductory and deals with history of the standard of due care in the Czech legislation from the period of the General Civil Code to the recodification of civil law and commercial law represented by two crucial statutes - the new Civil Code and the Business Corporations Act. Chapter Two deals with contemporary valid and effective legislation concerned with the standard of due care and its main components. In Chapter Three I tried to emphasize the changes which we will experience in the new legislation. Especially, I mean the newly introduced business judgment rule which was inspired and implemented to the Czech legislation on the basis of modern foreign legislations - US and Germany. Chapter Four presents selection of case law of the Supreme Court of the Czech Republic which repeatedly commented on the standard of due care in practice and its related aspects...
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The monistic structure of a Czech joint-stock company after recodification of private law
Tábořík, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The diploma thesis deals with a regulation of the monistic structure of a joint- stock company. This type of governance of a Czech joint-stock companies is introduced by the new Trade Corporations Act ("Act"), which is a part of an extensive recodification of the Czech private law. Introduction of this corporate governance system is not only consequence of this recodification, it is also largely a logical consequence of the statute shopping trend in Europe. The regulation of a monistic joint- stock company as introduced by the Act is not the first monistic company governance regulation in the Czech Republic. This option was already brought by the European Company Act in 2004. The first introductory part of the paper compares the two basic corporate governance systems and introduces the statutory bodies of the companies that distinguish these systems. Consequently, the study compares and evaluates the pros and cons of the two. Next part basically outlines the regulation of the European Company - Societas Europaea (SE). Main focus area of the study is the description of the monistic structure of a joint-stock company as introduced by the Act. The most important part is the description of the Board of Directors. Attention is paid to the membership in the Board, its convening and its conduct and also...
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Law of Concern groups and financial Conglomerates
Schimková, Olga ; Štenglová, Ivanka (advisor) ; Černá, Stanislava (referee) ; Dědič, Jan (referee)
Doctoral thesis: Law of concern groups and financial conglomerates Abstract The thesis analyzes the law of groups and financial conglomerates and is divided into three approximately equal sized blocks forming the puzzle in the form of a pyramid. Without understanding the supporting base made up of institutes of concern law, especially the terms of control, concerted practices and unified management, you can not move to the upper floors of qualifying holdings and close links to the top of the pyramid, which balances on the complicated definition of a financial conglomerate. In the spirit of this difficult journey up, the work is designed and its main objective is not only the clarification of the subject, especially the regulation of the financial conglomerate, which has so far not been the subject of a detailed literary exploration, but also the considerations de lege ferenda on weaknesses and strengths of the current Czech regulation of groups and financial conglomerates. In the first part it deals with the terminology of concern law, clarifying terms especially the business group, the majority shareholder, control, parent and subsidiary entity versus controlling and controlled entity, acting in agreement, the concern and its types. A large space is devoted to the definition of the decisive influence which...
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Contract on future contract - comparison of the existing and future regulation
Zemanová, Radka ; Černá, Stanislava (advisor) ; Horáček, Tomáš (referee)
no save date (document not saved) Abstract The aim of this thesis was to compare the current legislation regarding a contract on a future contract with the future legislation. As of 1 January 2014 the Act No. 89/2012 Coll., the civil code, will become effective. The new civil code will bring many changes to the Czech legal system. Legal provisions regarding a contract on a future contract will also be amended by the new code. This thesis is divided into seven chapters. Each of these chapters is divided into subchapters. In each chapter I analyze the legal provision regarding the topic of the chapter in general and then I follow up with an analysis of a contract on a future contract. In the first chapter I compare legal provisions on form of a contract on a future contract under the current legislation with the provisions of the new civil code. The new civil code is based on a principle of informality of legal acts. Therefore it will be possible to enter into a contract on a future contract in any form. In the second chapter I analyze subjects of a contract on a future contract. Changes regarding the parties of the contract under the new civil law will not be significant. The third chapter is focused on a mandatory content of a contract on a future contract. The current civil and commercial law differs at...
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Holding company as matter of fact (selected issues)
Zvolánek, Jakub ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Holding company as matter of fact In the 19th century the concept of artificial legal persons as independent legal entities separate from their shareholders was created. The joining of companies into corporate groups is in contradiction with the abovementioned concept. Nevertheless, corporate groups are a reality and every legislator had to deal with this issue and create sufficient legislation, considering the protection of minority shareholders on the one hand and the possibilities of the evolution of corporate groups on the other hand. Current Czech legislation regarding corporate groups is more than 10 years old and yet there are still contradictions in the interpretation of the basic provisions of the law of corporate groups amongst experts. My thesis is divided into two parts: the first part consists of the interpretation of the basic provisions of the Commercial Code regarding corporate groups. I used all the basic methods of interpretation, especially the comparison of different expert opinions to provide complex and clear interpretation. The goal of the first part was to point out the abovementioned contradictions and offer my own point of view to readers. In the second part of the thesis, I focused on the option of the holding company to force the controlled company to enter into an...
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