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Influence of a member upon the management of a limited company
Černohorský, Jan ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
This thesis is dedicated only to an influence of a member on managing company limited by shares. The thesis was written between the legal effects of two acts, but the new legal regulation, with regard to the old regulation and case law, developing for more than 20 years, was the base for my thesis. The first chapter describes the key terms of this thesis, which are crucial for good understanding of the whole problematic. The second chapter deals with the term share, which represents the participation of a member in a company. The chapter analyses its quantitative and particularly its qualitative aspect. The institute of share has changed in such a way that it has to be explained precisely. Understanding of the term share is important for the whole thesis, because it is the share itself, which represents the influence of the member. The focal point of my thesis is described in the third chapter, which deals with a member's right to participate on managing company limited by shares. This right is asserted especially through general meeting. The chapter gives an overview about the main changes in competence and functioning of the general meeting. There is also member's influence beyond the general meeting, through per rollam decision-making, described in this chapter. The chapter also contains a...
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Duties of members of a Limited Liability Company
Dulačková, Kristína ; Patěk, Daniel (advisor) ; Horáček, Tomáš (referee)
The topic of Limited Liability Company is a popular issue among the professional public due to the fact that Limited Liability Company belongs to the most favourite and the most widespread companies. This thesis comprehensively explains duties of members of Limited Liability Company in terms of Business Corporations Act and, where appropriate, compares them with those contained in the Commercial Code. After the brief discourse about Limited Liability Company, its nature and its position among the business corporations, the thesis provides characteristics of a share with emphasis on its qualitative aspect. In the second chapter the schemes of duties of members in works of various authors are first of all compared and critically assessed, and subsequently the own division of duties of members is created. A criterion for the division of duties is the fact, whether they are governed by general or special regulation and in the latter whether the duties arise on the basis of the act, or the Memorandum of Association. The characteristics of duties itself is included in the third to sixth chapters, which successively explain the duty of loyalty, the contributory duty, the liability duty, the duty of additional contribution, the duty of personal participation on a company, the duty to contribute to the...
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The concept of an average consumer in Czech and European law
Oriešková, Stanislava ; Patěk, Daniel (advisor) ; Horáček, Tomáš (referee)
Resumé The concept on an average consumer in Czech and European law The aim of this thesis is to describe actual trends in conceptualization of average customer, both in Czech and European law. The work focuses on examination of differences in demands placed on average customer depending on the area the customer is currently located at. The first chapter deals with definition of average customer. According to the fact Czech law is influenced by European law, firstly, the definitions in European legislation and case law are mentioned and subsequently also the definitions provided by Czech law. The, it is referred to the definitions in specialized literature. The essential point of second chapter is the protection of average customer. It explores the level of the protection provided by European law and it accents on importance of limits in such a protection. It is also underlined that the level of protection depends on determination of target average customer and it is increased if the target group is the group of particularly vulnerable customers. In third chapter, it is analyzed how the average customer is conceptualized when considering if the action was affected by unfair competition or not. It deals with misleading advertising, comparative advertising and misleading identification of goods and services....
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Development of the legal regulation of unfair competition in the Czech Republic
Szostok, David ; Horáček, Vít (advisor) ; Patěk, Daniel (referee)
Legal development of unfair competition in Czech Republic This thesis concerns the development of unfair competition in the environment and territory of Czech Republic. Thesis at the beginning introduces with origin attempts of unfair competition at the Austria-Hungary monarchies times and historical formation at the European frame. Continue by formation of Czechoslovakia and description of the first complex legal ordinance focused on this part of law on our territory. At the next stages is described decline of unfair competition in times of central planned economy raised by communist party in 1948 and subsequent factual absent of unfair competition in our legal system. And finally arise and development of unfair competition after the velvet revolution which is the main topic of this work. The thesis is also focused on the general aspect of unfair competition as the law section with term and attribute which is often hard to define or describe and as a legal area in which more often play the biggest role kind of legal sense and specific circumstances then strictly defined rules. Thesis highlights the importance of general clause, in some part compare our legal development to German and other legal legislation way of other countries and their conceptual changes whether the wrong ones or opposite. The main aim...
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European Law Against Unfair Competition
Najman, Ondřej ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
European Law Against Unfair Competition Abstract The scope of this thesis is intended to cover mainly two branches of the European law against unfair competition. Those two branches were recognized in (i) business-to- business relations governed mostly by the European Union Directive 2006/114/ES and in (ii) business-to-consumer relations governed by the European Union directive 2005/29/ES respectively. Taking in consideration the above-said, it can be stated that this thesis predominantly analyzes what should be in more precise way called as "European Union law against unfair competition". The thesis is divided into ten chapters while five of them should be considered as the leading ones. First of them is the chapter number five dedicated to B2B relations. The author examines the respective directive 2006/114/ES also to the extent of its relevant jurisprudence of the European Court of Justice. The same approach was chosen to describe functioning of B2C relations under directive 2005/29/ES in chapter number seven. Chapter number six focuses on so called "Average Consumer" model that has been found as one of the most important elements of EU law against unfair competition. Because of its exceptional relevance, chapter six deals with the average consumer in a very detail, emphasizing important role of the...
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Legal Penalty for Unfair Competition
Zátopek, Petr ; Patěk, Daniel (advisor) ; Zahradníčková, Marie (referee)
This diploma thesis concern with the legal penalty for unfair competition from the perspective of private law. The goal of this thesis is to analyze the respective private law means of protection against unfair competition, which are governed by Act no. 89/2012 Coll., The Civil Code and the Law no. 99/1963 Coll., The Civil Procedure Code. Attention is also paid to the legitimation of subjects in disputes arising from unfair competition and private law protection against unfair competition on the social network. Thesis is divided into the four chapters. Introduction of the first chapter is dedicated to law against unfair competition in general. The first subchapter sets out in detail general clause governed by § 2976 of the Civil Code, especially its historical development. The second subchapter deals with the new merits of the intrusive harassment, which was included due to the recodification of private law in the Czech Republic among the special facts of unfair competition provided by the Civil Code. The second chapter of this thesis is focused on the legitimation of the subjects in disputes arising from unfair competition. This chapter deals with actively and passively legitimized subjects that arising in disputes from unfair competition and trying to specified these individual entities in...
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The course of a general meeting of a joint-stock company
Sladký, Filip ; Patěk, Daniel (advisor) ; Štenglová, Ivanka (referee)
Anglický název práce/ Abstract The course of a general meeting of a joint-stock company The main goal of the following diploma thesis is to comprehensively analyse the topic in question after the recent recodification of the Czech private law. The author aims to evaluate the current legal state of the course of a general meeting of a joint-stock company by studying multiple relevant sources, outlining the most important legal aspects and reviewing some of the frequently academically discussed issues and topics. Primarily the author aims to accomplish that by thoroughly studying and examining the newest legal doctrine and some of the most important existing judicial decisions. Systematically the thesis consists of four main chapters. The first chapter contains the general introduction of the matter and a legal definition of a joint-stock company while mainly focusing on its structure and bodies. The second chapter is divided into two parts and generally focuses on the matter of participation and the legal representation on a general meeting. The first part of the chapter highlights the legal reasons of why and by whom the general meeting of a joint-stock company can be convened. The author defines and discusses all its possible participants in the following part of the chapter. The third chapter is devoted...
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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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Business agency agreement
Matula, Ondřej ; Patěk, Daniel (advisor) ; Zahradníčková, Marie (referee)
Business agency agreement Abstract The purpose of my thesis is to analyse the business agency agreement and describe its essential characteristics. The reason for my research is the practical aplication of this agreement, which enables a developement of business and businessman is provided with an oportunity of expansion. This thesis is divided into twelve chapters and each chapter is dealing with diferent aspects of business agency agreement. Chapter One is introductory and describes main goals of this thesis and essential characteristics of business agency agreement. Chapter Two is subdivided into three parts and focuses on historical development of representation. First part describes representation influenced by Roman law, part two focuses on representation and agency during 19th and 20th century and part two investigates diference between direct and indirect representation, which is necessary for understanding of the business agency agreement. Chapter Three describes the term business agency agreement and its essential elements. It is subdivided into two parts. First one focuces on diference between business agency agreement and its differentiation from employment contract. Second one describes elements such as contarcting parties (the agent and the pricipal) and obligation between them, characterizes...
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Duties of members of a Limited Liability Company
Kec, Jan ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
This master thesis provides a comprehensive view on duties of members of a Limited Liability Company (LLC) according to Act No. 90/2012 Coll., on commercial corporations and cooperatives (Commercial Corporations Act), which replaced Act No. 513/1991 Coll., Commercial Code. The content of this thesis is composed of five chapters. In the first chapter, the reader is acquainted with general characteristics of the LLC and with essential changes, which impact the LLC as a result of force of Business Corporations Act. The second chapter explains general definitions of rights, duties, and shares that subsequently allows the reader a better understanding of individual duties. The main content of this thesis is distributed between the chapters Duties arisen from act and Duties arisen from the Memorandum of Association. The division of individual duties of members of LLC is based on a categorization of duties established in the third chapter. The fundamental part of this thesis analyzes following individual duties of members of LLC: the deposit duty, the duty of liability of members of LLC, the contributory duty, the duty of fulfillment to reserve fund, the duty to past a fundamental certificate and the duty of loyalty. Furthermore, the rules on conflict of interest, the ban on competition and special duties...
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