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Companies in private international law - piercing the corporate veil
Lokajíček, Jan ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
The thesis is divided into two parts. The first part deals with the companies in the field of the international private law. After the introduction and general remarks on the topic it proceeds to the recognition of foreign companies in the law of the Czech Republic. Subsequently, personal statute of such companies and its determination is discussed. Next the first part of the thesis focuses on the conditions under which foreign companies can run their business in the Czech Republic. Lastly, the possibility of cross-boarder movement of the companies' seats into and out of the Czech Republic is analysed. The first part of this work takes into the consideration not only the Czech law but also the law of European Union and the relevant case law of the European Court of Justice. The second part of this work deals with doctrine called piercing the corporate veil, which was established in the common law area. It analyses grounds leading to the posibility of aplication of this doctrine in common law area and in German law. The work examines cases of single companies as well as of companies being part of a group of companies. After the analysis of grounds leading to the posibility of use of the piercing the corporate veil follows their generalisation and synthesis. The conclusion of the work is dedicated to...
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Companies in private international law
Málková, Lucie ; Pauknerová, Monika (advisor) ; Dobiáš, Petr (referee)
The world is getting globalized and more connected than ever. Business is being done internationally, contracts are closed between legal subjects from different countries and international companies represent powerful market forces. Changed situation brings new challenges for the legal regulation of such phenomena. International private law deals with legal issues connected to different laws and determines the applicable law. There are two diverging theories concerning applicable company law, the real seat doctrine and the incorporation doctrine. The real seat theory requires a company to be subject to the law of the state in which its effective centre of administration is located. The real seat doctrine is considered protective, because it safeguards the rights of stakeholders such as minority shareholders and creditors. If a company changes its centre of business, if it moves its decisive activities to another country, the applicable law will change. Consequence of the change is that the state applying the real seat principle does not recognize legal capacity of such a company. The incorporation theory determines the applicable law by reference to the state in which the company was established or registered. It is assumed that incorporation theory leads to the race to bottom in company law. I...
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European order for payment and payment orders in the Czech Republic, France and Germany
Dolejší, Anna ; Pauknerová, Monika (advisor) ; Kunz, Oto (referee) ; Poláček, Bohumil (referee)
Thesis Abstract The main topic of this thesis is the European order for payment procedure, which was adopted by the Regulation No. 1896/2006 of the European Parliament and of the Council (ES) creating a European order for payment procedure, adopted on 12 December 2006. This thesis describes events preceding the adoption of the Regulation, the procedure of adoption of the Regulation, as well as, development of the content of individual provisions of the Regulation and the content of the actual adopted and binding Regulation. In this thesis, the European order for payment procedure is also compared with nati- onal orders for payment procedures in the Czech Republic, France and Germany. The selection of these three countries was not unintentional. The Czech Republic was chosen because the thesis was written in the Czech language, in the Czech Republic and shall also be published in the Czech Republic, therefore the author believes the majority of potential readers know the Czech order for payment better than any other order for payment procedure. This aspect was also the main reason why the Czech order for payment is described at the beginning of this thesis. The German and French orders for payment procedures were chosen because the European Commission claims the French " injonction de payer" and the German "...
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The protection of investments by holding groups and the role of the institution of corporate veil in case-law
Mach, Tomáš ; Růžička, Květoslav (advisor) ; Pauknerová, Monika (referee) ; Rozehnalová, Naděžda (referee)
The current thesis focuses its attention on the arena of international investment protection. Using available case-law, it aims at answering the question as to in what way the nationality of an investor is being determined under international law - in particular in arbitration. Moreover, it aims at determining the impact a chaining of investors from different states into a holding structure potentially has on the arbiters' view when determining an investor's (or an investment's) nationality. The objective of this thesis is to determine to what extend the institution of corporate veil influences the nationality of persons participating on above described holding structures, in terms of how these are viewed in international arbitration and to what extend piercing a corporate veil exists in the arbitral case law. The dissertation is divided into several chapters which, although relatively independent interrelate in the covered subject matter with one another as follows: The first chapter's objective is to introduce the reader into the arena of investment protection and to provide him/her with a historic overview and discussion of international law. In doing so, the discussion starts with the customary regime of diplomatic protection - as defined by E. de Vattel1 in 1759. Then, then the discussion moves...
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International Power Trading Law
Vaculíková, Klára ; Pauknerová, Monika (advisor) ; Zavadilová, Marta (referee) ; Poláček, Bohumil (referee)
Faculty of Law, Charles University in Prague, Department of Commercial Law Dissertation topic: International Power Trading Law Author: Mgr. Klára Vaculíková March 2011 The purpose of the thesis was legal analysis of the power trading in the today's global world. This entails mainly the discipline of international private law. Power trading, in particular transactions on sale and purchase of electric power with an international element are subject to general rules of international private law. Nevertheless, the exceptional nature of electric power and of its disposition described in the thesis makes the area of power trading quite special sub-discipline of international private law. In the same time, very complex and significantly relevant part of the power trading, which the study cannot avoid to consider, is the regulatory framework, within which this specific sort of business is carried on. After introductory Chapter One, the thesis describes characteristic issues in the international power trading, in its Chapter Two. Chapter Three provides necessary basic conceptual classification of the given topic within the system of law. Although the main topic of this thesis is the core of the power trading business, meaning the private transactions related to electric power and their analysis, fair part...
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Distribution Agreement in the International Business Law
Navrátilová, Gabriela ; Pauknerová, Monika (advisor) ; Dolanská Bányaiová, Lucie (referee) ; Poláček, Bohumil (referee)
of Dissertation Title: Distribution Agreement in the International Business Law Author: Mgr. Gabriela Navrátilová Tutor: Prof. JUDr. Monika Pauknerová, CSc, DSc. Legal Field: Law Institution: Charles University 1. The dissertation is divided in two parts, the first part is interested in the distribution agreement from the practical and theoretical point of view. Explication of the title distribution agreement is the substantive suppose for the understanding this institute in the field of the international business law. 2. The first part is based on the definitions of the title distribution agreement, legal provisions of each member states of the European Union, comparison and franchising agreement, with which the distribution agreement is compared. This part is divided into the divisions about distribution agreement (A), franchising agreement (B) and comparison of distribution franchising agreement. 3. Division about distribution agreement specified the legal provisions on the distribution according to the legal system of the Czech Republic, EU with the specialization on the article 4 Regulation Rome I, it investigates the rules decisive for the application of the conflicting rules of law - direct method. After that there is the legal analyze of the distribution agreement as the two or more...
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Topical issues of the regulation of international air carriage
Knotková, Markéta ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
This thesis deals with topical issues of international air law, namely international regulation of air carrier's liability in carriage of passengers, baggage and cargo. The first multilateral treaty to consider and unify this topic was the Warsaw Convention in 1929. It prescribed the main requirements of the documents of carriage, i.e. the passenger ticket, the baggage check and the air waybill. In particular, the air carrier is liable for personal injury or death of passengers, loss or damage of baggage or cargo and for damage resulting from delay. The key points of the liability regime governed by the Warsaw Convention are presumptive liability and the maximum liability limits expressed in French Gold Francs. Due to the subsequent development of air transport these rules had to be modernized. The Warsaw Convention was amended with several Protocols and a Supplementary Convention, which together create the so-called "Warsaw system". The purpose of these documents was, amongst other things, to tighten up the liability regime while trying to establish strict liability and raise the liability limits. In 1999 a further unification of air carrier's liability took place with the creation of the Montreal Convention. Although it adopted some key liability provisions from previous documents, it stipulated...
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International abduction of children and private international law
Hakobjan, Suzana ; Pauknerová, Monika (advisor) ; Kučera, Zdeněk (referee)
International Child Abduction and International Private Law The aim of this thesis is to provide an overall insight into the issue of the International Child Abduction and to analyse the relevant instruments of law which desire to protect the child and other victims of abduction and to avoid harmful effects the abductions may have. In that context the thesis mentions the most important conventions which apply in this field. Among those legislations belongs first of all the Hague Convention on the Civil Aspects of International Child Abduction 1980 (hereafter as Hague Convention), also the Convention on the Rights of the Child (hereafter as CRC) and the Convention for the Protection of Human Rights and Fundamental Freedoms (hereafter as ECHR). This thesis constitutes a complete and methodical overview of the return procedure under the Hague Convention. In the meantime it tries to point out some underlying issues which the Hague Convention failed to codify. This gaps in legislation and an absence of a single court to give an authoritative rulings on the interpretation of the Hague Convention cause that it lacks uniform application in practice. The thesis supports its conclusions by referring to the Jurisprudence of the European Court of Human Rights and offers to the reader various solutions of basic...
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Selected questions of the international sports law
Vybíral, Petr ; Brodec, Jan (referee) ; Pauknerová, Monika (referee)
The theme of the rigorous thesis is selected questions of the international sports law. Sports activity indeed starts at the level of particular states, but in connection with professional sportsmen's easy cross-border movement and with regard to unifying sports rules it is necessary to emphasize its international nature. Even it may be questionable to talk about international sports law it is not important to this paper, because the main purpose of the thesis is to deal with basic relations which are setting in sport with international element and to legally subsume them. As international sports law is newly aborning subject it is quite difficult to give it rational sort. This thesis is split into six chapters which are subdivided into subchapters, except for the first one. First chapter is generally about sport. The second concerns with the grounds of international sports law. Chapter three comprises sources of law that are associated with sport. Chapter four is focused on the professional athletes, their status and their activity. Fifth chapter deals with the organization of sporting activities. The last one is aimed at the settlement of disputes in sports area. The main conclusions of the thesis are following. Because of the system of sports organization we can say that it is possible to see...
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Right of establishment in international private law
Štaňko, Andrej ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
Right of establishment in International Private Law Private companies act in the international context more intensively than any time before. There are many ways how to act on the international market. One solution is to establish a branch or a representation office instead of establishing a brand new company. The right to act in the international context using branch companies and transfer of seat is known as the freedom of establishment. The thesis covers main issues concerning the freedom of establishment and also discusses the case law issued by the Court of Justice of the European Union. The comparative view of the seat and incorporation principles is used in the thesis. With a greater detail to the Czech law, the issue of the foreign companies' recognition is discussed. The Czech law recognizes foreign companies even in the form in which it is no longer possible to establish new company in the Czech Republic. In this regard basic elements of the bare trust are discussed. The case law of the the Court of Justice of the European Communities opened Europe's corporate space and allowed the competition between the national jurisdictions to begin. Author compares situation arised on the European market with the situation in the US. As an evidence of the distinction between different US states'...
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