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Collective investment scheme from the position of corporate governance
Borsík, Daniel ; Černá, Stanislava (advisor) ; Dědič, Jan (referee) ; Elek, Štefan (referee)
Collective investment scheme from the position of corporate governance Abstract The purpose of the dissertation thesis is to research the possibilities of application of corporate governance mechanisms in the area of collective investment scheme. In particular, the author surveys what corporate governance mechanisms are available for shareholders of ordinary corporations, what mechanisms are available for fund investors, what are the common overlaps of these mechanisms, and vice versa, where differences can be seen. These topics are analysed above all from the point of view of American law and European law. The thesis understands corporate governance mechanisms as the devices, institutions, and mechanisms by which shareholders assure themselves of not losing their investments. In principle, shareholders have three types of corporate governance mechanisms at their disposal, namely, regulatory, self-regulatory and market mechanisms. Regulatory mechanisms are instruments developed by legislator. Information duties, shareholder voting, board monitoring of management, fiduciary duties, remuneration schemes and debt instruments are analyzed in the area of regulatory mechanisms. Self-regulatory mechanisms are mechanisms created and enforced by market players. Corporate governance codes are particularly the most...
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Liability for defective prospectus
Mach, Tomáš ; Čech, Petr (advisor) ; Elek, Štefan (referee)
1 Liability for defective prospectus Abstract The aim of my thesis is to provide a paper that discusses the overall consequences of an issuer who, in connection with public offer of securities or their admission to the trading on regulated market, provide and make public a defective prospectus that contains untrue, incomplete and misleading information. The thesis does not deal with all aspects of the laws of prospectus. Instead, it focus on particular issues in relation to the prospectus. Mainly, it deals with civil liability arising out of the defective prospectus. As a consequence, the other sanctions, eg. administrative or criminal, are not included in the thesis. In my thesis, I consider prospectus as an informative document that ought to provide certain information in order to protect investors. These information must not be untrue, incomplete or misleading so that the high standard of protection to investors is preserved. High standard of investors protection include, inter alia, higher liability attached to a prospectus. Legal regulations governing civil liability attached to a prospectus are not harmonized on the EU level. Instead, broad discretion is given to Member States in order to provide their own legal regulation regarding civil liability for a defective prospectus. That opens free field for...
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Records of actual owners of limited liability companies and joint stock companies
Gnědin, Arťom ; Čech, Petr (advisor) ; Elek, Štefan (referee)
Records of actual owners of limited liability companies and joint stock companies This diploma thesis deals with the records of actual owners of limited liability companies and joint stock companies. The aim of the thesis is to introduce the basics of the institute of records of actual owners and then to discuss its key features and problematic issues associated with it. At the beginning, the thesis outlines the evolution of the institute of records of actual owners, and further evaluates the potential to meet the goals associated with the introduction of the evidence. At the same time, the thesis draws attention to the pitfalls that the records can bring in practice. The thesis also deals with the issues related to the extent of the mandatory information about the actual owner and the issues related to the storage and handling of such information. The thesis leads a discussion to interpret the relevant provisions to keep a balance between the necessary prerequisites for fulfilling the meaning and purpose of the records and the rights of a legal persons. In the following chapters, the thesis focuses on the definition of the actual owner and on the systematization of the ways in which a natural person or group of natural persons can be an actual owner. The thesis interprets the provision defining...
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The creditor protection law within corporate debt financing
Šubrt, Martin ; Černá, Stanislava (advisor) ; Rozehnal, Aleš (referee) ; Elek, Štefan (referee)
The creditor protection law within corporate debt financing Abstract In this paper I have dealt with the protection of a creditor in debt corporate financing, where the debtor is a capital company. In this case, there are relatively specific conflicts of interest between creditors on one hand and shareholders on the other. This is due, in particular, to the characteristics of a capital company where the shareholders are not liable for the liabilities of the company (or they are limited in their liability) and are not responsible for their decisions, while the assets of the company are separated from the assets of the shareholders. Shareholders and creditors thus make competition for company assets. While the shareholders want to realize their investment as quickly as possible, they stand in an imaginary queue as residual creditors of the company at the end. This may lead to their attempt to overtake fixed creditors. This motivation culminates especially in situations where the company is in financial difficulties. Shareholders are aware of the fact that in case of insolvency, no company assets will be distributed to them. In this thesis, I focus on protection of creditors of companies from opportunistic behaviour of shareholders, who may withdraw the company's assets at the expense of its creditors, i.e....
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Bonds and their types
Kučera, David ; Zahradníčková, Marie (advisor) ; Elek, Štefan (referee)
Bonds and their types Resumé The aim of this thesis is to introduce the reader with bonds and their issue. At its first part, this thesis introduce the legal definition of the bond, identifying the main differences between bonds and other types of securities and last but not least describe the economic and legal functions of bonds. The definition is being discussed merely from the Czech law point of view and it generally does not compare the Czech definition with legal definitions from different countries and legal systems. In the following part the thesis is pointing out the basic laws and other statutory provisions regulating the bonds within the Czech Republic. It is the national laws and European Community statutory provisions (especially Regulations and Directives) that are being mentioned and discussed. Subject matter of this work is also a brief summary of the bond's requirements as they are defined by the Czech law. It is possible to divide those requirements into two separate parts: (i) requirements that are obligatory for all bonds; and (ii) requirements that are obligatory for specific types of bonds only. The thesis describes these requirements only from the general point of view and does not discuss them in more detail. Another part of the thesis concerns the brief explanation of the bond issue...
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The letter of credit contract and the collection contract
Chabr, Jan ; Liška, Petr (advisor) ; Elek, Štefan (referee)
The letter of credit contract and the collection contract The diploma thesis deals with the topic of the Direct Debit Contract and the Letter of Credit. A Letter of Credit is a special payment instrument issued as a rule by a bank that the principal has undertaken to pay to the person in whose interest the Letter of Credit is open and designated as the authorized amount up to the amount agreed. The Direct Debit is the commitment of the collector of receivables to obtain from the third party a receipt of a sum of money or other Direct Debit. Current legislation, contained in the Civil Code, took over the legal regulation of the Letter of Credit and the Direct Debit from the Commercial Code without any major changes. Both institutes show a number of identical and different elements. From a practical point of view, it is not possible to look for serious application problems in the Letter of Credit or Direct Debit. Keywords: Letter of Credit, Direct Debit, Banking, Bank, Payment Instruments, The Collection Contract
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Entering into a public contract
Kuchař, Roman ; Horáček, Tomáš (advisor) ; Elek, Štefan (referee)
Awarding a public contract pursuant to Act No 134/2016 Coll., on public procurement, is aimed at creating a specific obligatory relationship between a contracting authority and a selected contractor, essentially on the basis of a previous tender procedure, unless the law specifies otherwise in the given case. The tender procedure is a special arrangement for the pre-contracting and contracting process, which takes place in a binding, legally defined procedure differing from an ordinary private-law contract, even though it is also a private-law procedure according to the predominant doctrinal and case law opinion. The topic of this diploma thesis is an analysis of the specifics of the contract process leading to the conclusion of a public contract, in order to draw attention to its similarities and also to the differences when compared to general private-law contracting. The thesis is divided into three parts, the first of which, primarily deals with the Act No 134/2016 Coll., on public procurement, its classification in systemic law, its relation to the EU public procurement regulation, the nature of tender procedure (specifically open procedure) and the public contract. The key charter is then dedicated to the award of a public contract, followed by the last section on changes to already concluded...
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Consumer credit
Vojtěch, Petr ; Liška, Petr (advisor) ; Elek, Štefan (referee)
The diploma thesis analyzes the proposed legislation governing the consumer credit. This area of consumer protection is currently undergoing vast evolution throughout the member countries of the European Union due to the obligation to implement the Mortgage Credit Directive 2014/17/EU. The Government of the Czech Republic utilized the legislative opportunity to propose a new act on consumer credit which would not only implement the Mortgage Credit Directive, but also include the regulation under the Consumer Credit Directive 2008/48/ES to provide a new framework encompassing all credit provision and credit intermediation activities and relevant rights and obligations. In addition to the actual examination and description of the proposed legislation, the diploma thesis aims to highlight and evaluate the most significant issues which might cause theoretical or practical interpretation difficulties or in respect of which some differing opinions regarding their interpretation could be met. The methods of systematic analysis, description and comparison with the currently effective legislation were used. The first chapter sets out the foundations of the thesis through description of the concepts of credit and credit contract which are necessary to understand in order to identify characteristics which are...
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Bank account
Láníková, Kristýna ; Liška, Petr (advisor) ; Elek, Štefan (referee)
Title of the Diploma Thesis Bank account Abstract The first part of the thesis deals with the account from the perspective of legal theory. It is examined the nature, characteristic elements and brief historical development. Following an analysis of the account as an object of property rights. In the chapter Legislation of the account under the Civil Code the thesis provides an analysis of provisions that affect the obligations of the account agreement. A part of this chapter is dedicated to a division of accounts under the existing scheme of the Civil Code. Regulation of other than a payment account and bankbook will be mentioned only in passing. Furthermore, the work deals with the analysis of rights and obligations being performed in relation to the provision of payment services, comprehensively regulated by the Payment System Act. Due to the fact, that the form of the Payment System Act has been significantly influenced by the european legislation, the thesis reflects, in appropriate cases, to the wording of the so-called Payment Services Directive. The final part describes fundamental changes in the provision of payment services going in connection with the adoption of the Directive 2014/92/EU of the European Parliament and of the Council of 23 July 2014 on the comparability of fees related to payment...
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Bank as a business corporation
Flanderka, Milan ; Liška, Petr (advisor) ; Elek, Štefan (referee)
The purpose of the submitted diploma thesis is to describe, analyse and primarily compare the legal status of commercial banks as a specific type of joint stock company under the Act No. 21/1992 Coll., the Banking Act, as amended, and the legal status of regular join stock companies under the Act No. 90/2012 Coll., on Business Companies and Cooperatives (the Corporations Act) which are not supervised by the Czech National Bank. The diploma thesis is divided into eight chapters where each of them is dealing with a different aspect of bank's business activities. The first chapter is dedicated to a brief analysis of the term bank. The second chapter is more extensive because it provides fundamental legal characteristic of incorporation and commencement of the legal existence of both a bank and regular joint stock company. In this chapter, I also compare bank's Articles of Association to regular joint stock company's Articles of Association. Attention is also given to the concept of banking license. Third chapter may be considered as the key part of this diploma thesis because it contains analysis of the bank's organisation including a description of its specifics. The third chapter namely analyses the status and authority of the General Meeting of a bank and the concept of shares representing interest...
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