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Legal regulations of liquidation of a business corporation
Lehocký, Martin ; Zahradníčková, Marie (advisor) ; Štenglová, Ivanka (referee)
The goal of this master's thesis is, as the title suggests, to map out the legal regulations of liquidation process of companies. There are of course loads of similar thesis and monographies on the similiar topic, but after the recodification of the civil law that became effective from the 1. 1. 2014 the need for description of this topic is coming back again. This master's thesis desribes the legislation after the mentioned recodification of the civil law and its another goal is to compare the legislation after recodification with legislation that was effective before 2014 to highlight the changes brought in action by the mentioned recodifiaction. With recodifiaction comes also the issue of judiciary, that is created by activity of courts, but the courts need longer time period to create the judiciary. In the time that this master's thesis was written (approximately 20 months after the new legislation became effective) the courts couldn't react in greater range on this crucial legislation change. With this issue comes also question if the judiciary that was effective with the legislation until the end of 2013 can be used even after the recodification. In this master's thesis is this issue considered and there are decision of courts that can be still used after the recodification. The goal of this...
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Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Havlík, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
My thesis focuses on one of the fundamental issues of representation of stock corporations by their elected bodies or members of these bodies. This issue concerns the responsibility of these parties to act in the performance of their duties with due managerial care which is a key aspect in determining the standard required from the parties representing a limited liability company and a joint stock company. This topic is extremely relevant to the current situation due to recent re- codification of private law, whose linchpins are Act No. 89/2012 Coll., the Civil Code, and Act No. 90/2012 Coll. on business companies and cooperatives (the Act on Business Corporations). The authors of these regulations during their drafting had to cope with the development of both the doctrine and the case law and their task was not only to adapt the legislation to the commercial law practice of stock corporations of the 21st century, but also to resolve some of its contentious issues. The thesis consists of an introduction, three main chapters further subdivided into subsections and the conclusion. The first chapter deals with the legal regulation and the description of the concept of due managerial care and related aspects at the time of effectiveness of Act No. 513/1991 Coll., the Commercial Code. Particular...
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Remuneration of members of governing bodies of joint-stock companies
Peterka, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract Remuneration of members of governing bodies of joint-stock companies Remuneration of members of governing bodies of joint-stock companies is very topical. The aim of this thesis is to analyse the topic and its fundamental aspects, to compare legislation before and after the re-codification of Czech private law and to compare Czech and British law relating to remuneration. The first chapter defines the basic terms, aims and methodology of this thesis and describes relevant economic concepts (e.g. principal-agent problem, fragmentation of ownership of joint stock companies). The second chapter focuses on the issue of concurrent engagement as a director and as an employee of the company. This issue had been object of legal uncertainty in the past. The third chapter focuses on entitlement to remuneration. After the re-codification, the director is not entitled to remuneration unless otherwise stipulated by the parties. The right to be remunerated can be based on a service contract, internal directive or a resolution of the company. In certain cases, the member can be entitled to remuneration at the prevalent market rate. This is being compared in the thesis to the British regulation where decision-making about remuneration may be entrusted to the board of directors itself. On the other hand, the...
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