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Legal Impacts of Mergers of Joint-stock Companies
Večeřová, Stanislava ; Kříž, Radim (advisor) ; Kotoučová, Jiřina (referee)
The aim of this diploma thesis is to analyze various legal aspects related to mergers of public limited liability companies. The thesis begins with a summary of relevant legislation from Czech and European jurisdiction regulating domestic and cross-border mergers. It continues with the procedure of merger and the overview of necessary documentation and requirements. Broad part of the work is related to the impact on diverse areas, such as the impact on shareholders, employees or bookkeeping. The system of merger control is defined within the scope of the chapter dealing with effects on competition law. The legal aspects are illustrated on a practical case in the end of the thesis.
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Comparison of foundation and creation of a limited liability company and a joint stock company
Fišer, Jan ; Kříž, Radim (advisor) ; Kotoučová, Jiřina (referee)
The first part of this thesis describes in general the limited liability company, the advantages and disadvantages it provides to its partners and it is explained why this company form is continuously the most popular business entity type. The second part of this paper introduces the joint stock company, basic terms used in joint stock company law and the advantages and disadvantages this company type provides to its shareholders. Crux of this thesis is in the third part, that describes the process of foundation of both company types and their subsequent enrolment in the companies register. Emphasis is placed on the differences between both company types that the partners and shareholders have to deal with, especially in regard to the content of the Memorandums of Associations of both companies.
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Insolvency Administrator and His Role in Insolvency Proceedings
Káchová, Markéta ; Kotoučová, Jiřina (advisor) ; Kříž, Radim (referee)
This thesis is focused on the issue of insolvency administrator and his role in insolvency proceedings. Firstly, it deals with the insolvency administrator as a person and tries to offer various points of view on their status not only within the area of insolvency law. It also concerns the general and qualification requirements for the performance of the office of insolvency administrator. Within the explication of the role of the insolvency administrator in the insolvency proceedings, the ways of the administrator's appointment to the office and possibilities of termination of their activity in the office are described, but the main focus is their rights, duties and activities during the insolvency proceedings, both general activities the administrator executes irrespective the way of bankruptcy resolution and activities following the particular ways of bankruptcy resolution. The thesis also contains explication of rewarding of the administrator and compensation of expenses, as well as a chapter dealing with various forms of liability of insolvency administrator. The conclusion offers also a few considerations de lege ferenda.
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Discharge of individuals - method of solving bankruptcy
Richterová, Šárka ; Kotoučová, Jiřina (advisor) ; Moravec, Tomáš (referee)
This thesis deals with the discharge of individuals in the Czech legal environment that is regulated by Act No. 182/2006 Coll. Insolvency Act. The aim is to show the course of insolvency proceedings with a focus on discharge of individuals and then make comparisons with the law of bankruptcy proceedings in the United States and Spain. Finally the real example of a specific individual discharge is shown.
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Comparison of Czech, German and Austrian legal regulation in E Commerce
Náglová, Tereza ; Kotoučová, Jiřina (advisor) ; Švarc, Zbyněk (referee)
The thesis compares national legal regulations in area of E-Commerce in Austria, Germany and the Czech Republic. The comparison has been made from several points of view. The first section of the thesis focuses on the area of incorporation of three European directives (93/13/ES on unfair terms in consumer contracts, 97/7/ES on the protection of consumers in respect of distance contracts and 2000/31/EU on electronic commerce), which frame consumer protection on the European level in respect of e commerce contracts. In the next section basic principles of contract law are compared in each of the surveyed legal systems. Each of the contract related conditions are compared step by step to their partner conditions in the other two countries (general terms and conditions, information duty of entrepreneur, consumer's right of withdrawal). The very last section covers an international civil law, and its effects on consumer protection as analyzed in compared nations. The comparison has proved my primary assumption that all three legal systems in the area of E Commerce almost identical, aside from the major difference in the definition of the term consumer itself.
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Alternative dispute resolution methods in business relationships
Šteflová, Iva ; Kotoučová, Jiřina (advisor) ; Pavlok, Jan (referee)
The diploma thesis is focused on alternative dispute resolution (ADR) in business relationships. The goal of thesis is to determine the term of alternative dispute resolution and to compare different approaches to regulation of mini-trial and mediation. The first part of thesis presents the term ADR and identifies its key characteristics. It points out the advantages and disadvantages of ADR and introduces institutions which concern with ADR. The attention is also aimed on arbitration and its relation to ADR. The second part of thesis deals with mini-trial. The description of its features is based on comparison of model rules provided by institutions which concern with ADR. The third part of thesis is focused on the most expanded method of ADR -- mediation. The attention is aimed at regulation trend within the European Union, legislation in the Czech Republic and Mediation Act Proposal. Closing part compares regulation of mini-trial and mediation and points out some of the debatable provisions of the Mediation Act Proposal.
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Innominate Contracts in Business Relations
Horčicová, Iva ; Kotoučová, Jiřina (advisor) ; Švarc, Zbyněk (referee)
Diploma thesis Innominate Contracts in Business Relations deals with a legal basis of innominate contracts in the Czech private law. It focuses mainly on so the called Modern innominate contracts. The purpose of the thesis was to answer whether leasing, factoring and franchising contracts should be codified. Consequently, it aimed to prove or disprove that the Czech legal regulation does not reflect the recent developments in business environment. The thesis is divided into two parts. In the first chapter an analysis is carried out on the legal regulation of innominate contracts in the Czech business law, civil law, labour law and international private law. The legality of innominate contracts and the applicability of an analogy is discussed in this part. Based on the Czech legal regulations and court decisions it was concluded that innominate contracts were valid and that courts may use analogy when deciding on civil or commercial contracts. The second chapter deals with the contents of leasing, factoring and franchising contracts. It concludes that there are reasons against the codification of the above mentioned contracts. The content of an operating leasing agreement very much resembles a rental contract which might be used for this kind of leasing contract.A leasing purchase contract does not present any new answers to issues which had already been dealt with by court decisions. The substance of a factoring contract -- assignment of a receivable is already regulated by the Civil Code. A franchising agreement involves parts of many types of codified contracts and interlocks with multiple legal areas. Moreover, all the above mentioned contracts are challenged by a fast pace of development therefore a codification could hamper the progress or it could become obsolete. Based on the above mentioned facts the thesis concludes that leasing, factoring and franchising contracts should not be codified in the Czech private law as separate contract types and therefore disproves the primary proposition of this thesis and subsequently infers that the Czech legal regulations do not reflect a recent business development.
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Consumer protection in tourism
Šmolíková, Jana ; Kotoučová, Jiřina (advisor) ; Švarc, Zbyněk (referee)
The subject of this thesis is the consumer protection in the tourist industry in the Czech Republic. The thesis is divided into four parts. The first part deals with the consumer protection in the Czech Republic in general. There is determined the term "consumer" and stated the list of legal enactments related to this issue. The second part is concerned with some duties of tourism service providers from the view of public law. The third and fundamental part of this thesis deals with contract law in tourism. There are examined the most usual contract types in this area, especially package travel contract. In the last part I mention consumer law enforcement in the Czech Republic. This part is aimed at the Alternative Dispute Resolution Project.
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Comparison of two types of agreements based on which a control over assets of a joint stock company can be transferred
Valešová, Radka ; Kříž, Radim (advisor) ; Kotoučová, Jiřina (referee)
The thesis is concerned with comparison of different aspects of a transfer of a control over assets of a joint stock company based on an Agreement on Sale of Enterprise and Share Purchase Agreement. First, an enterprise and shares are defined and then the thesis is concerned with obligatory aspects of an Agreement on Sale of Enterprise and of Share Purchase Agreement. Afterwards, the thesis compare both legal regulations from pint of view of transfer of rights and obligations to the purchaser of the enterprise/shares, from the point of view of liability for defects, from the corporate point of view (consent of the general meeting of the respective joint stock company) and finally comparison from the point of view of competition law (necessary consent of the Anti-monopoly Office or at the European level necessary consent of the Commission).
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Comparison of commercial contracts securities in the Czech republic and in Germany
Matošík, Tomáš ; Kotoučová, Jiřina (advisor) ; Švarc, Zbyněk (referee)
The diploma thesis deals with the comparison of commercial contracts securities in the Czech Republic and in Germany. The first part of the thesis describes the general question of secured transactions. The second chapter deals with comparison of the lien and the right of retention. The third part analyzes penalty, warranty and recognition of an obligation. The last chapter summarizes the main differences between commercial contracts securities in the Czech Republic and in Germany.
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