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Remuneration of members of governing bodies of joint-stock companies
Slatinská, Silvie ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract The name of this diploma thesis is "Remuneration of members of governing bodies of joint-stock companies". The goal of this work is to examine current legal framework of this topic both in legal norms of Czech Republic and in normative and recommendative acts of relevant international organizations (European Union, OECD), consequently to assess real application of these norms and eventually to appraise possibilities of enforcement of the respective principles in real-life practice. First chapter focuses on principles of integrity of business affairs and defines basic terms. Second chapter centers primarily around legal problematic of Contract on Execution of Function of Member of a Board of Directors in a joints stock company and its practical implementation. Third chapter analyses and describes - within framework of both current and historic legal norms - possibilities of various forms of remuneration, which can be however also denied under certain circumstances. Fourth chapter deals with Principles of Corporate Governance. Fifth and final chapter provides for a reflection of real life practice, i.e. how respective joints stock companies interact with legal regulation, respectively how will they interact with it. Proper remuneration policy is a complex issue, which has a free right of owners...
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Contract of sale under business law
Švábová, Jana ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee) ; Marek, Karel (referee)
The purpose of the thesis "Contract of sale under business law" is to compare changes of the contract of sale, which occurred as a result of the newly adopted Act No. 89/2012 Coll., Civil Code. The aim of this thesis is to simultaneously take into account the proposal for a European Parliament and Council Regulation on a Common European Sales Law (Common European Sales Law, CESL). The thesis also focuses on selected provisions of the purchase - especially rules governing the acquisition of ownership from unauthorized (and the related principle of good faith) under the new Civil Code. Rules governing the acquisition of ownership were significantly changed. Thesis attepmts to specify rules which are applied in the case one of the contracting parties is in the possition of a consumer. Specific features of contracting process must be taken in consideration due to the protection of consumers and or small and medium- sized enterprises. The thesis is focused on selected aspects of the contract of sale, thus the purchase of property, asset deal or liability for defects are mentioned only in passing.
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Primary and secondary liability of members of the Board of Directors against third persons
Boguský, Pavel ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Primary and secondary liability of members of the Board of Directors against third persons The aim of my thesis is to analyse thoroughly the regulation of primary and secondary liability of members of the Board of Directors against third persons (so-called 'outside liability') under the laws of the Czech Republic. The reason for choosing this topic is that it is relatively overlooked by most of the authors since they primarily focus on liability of the Directors against their own company (so-called 'inside liability'). By conducting my research I intend to redress such an omission and prove the significance of this issue. Chapter one provides a general overview of the inside liability issue. It explains why the Directors are in discharging their duties primarily accountable to the company for the damage caused by a breach of their duties and why third persons are entitled to claim damages from the Directors only in cases laid down in special statutory provisions. Chapter two together with chapter three form a substantial part of the text and provide the basis for the analysis in the subsequent chapters. Examining the currently effective regulation, these chapters deal with special provisions which constitute direct liability of the Directors for the damage caused to the third persons (most...
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Bonds and their importance for business
Žáček, Bohdan ; Zahradníčková, Marie (advisor) ; Elek, Štefan (referee)
BONDS AND THEIR IMPORTANCE FOR BUSINESS The theme of this thesis is bonds as substitutable securities carrying particularly the right to repayment of amount due and of yield; the second topic is the importance of bonds for business. In the introduction the author deals with general embedding of the term security in the Czech legislation as well as in Swiss and Slovak legal concepts. Mentioned are changes brought by the new Czech Civil Code which will be effective probably from January 1, 2014. Thesis then comprehensively discusses the bonds in the Czech legislation. Described are the term bond and functions of bonds, as well as the matter of bond issuers, then basic essentials of bonds, the possibility of bond yield establishing, bond emission conditions and requirements needed for their approval and publication. This is followed by articles on the issue of bonds and the individuals involved on the bond issue process, then by conditions of public offering and bond trading on a regulated market. Widely discussed are the specific types of bonds (mortgage bonds, municipal bonds, collecting bonds, subordinate bonds and convertible and priority bonds). The theme that cannot be missing is public debt and subject of government bonds as a mean to finance it, with regard to the Czech regulation. This is followed by...
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By-laws of a housing cooperative
Váňa, Jiří ; Oehm, Jaroslav (advisor) ; Zahradníčková, Marie (referee)
As the name suggests the thesis deals with the articles of a housing association. Articles are the constitution of a housing association and the most important internal housing association's regulation. This constitution should complement the statutory provisions related to a housing association. It specifies the structure of a housing association, name, registered office, statutory bodies and their competences, scope of business, constitution and termination of a membership etc. The condition of the validity of the articles of association is its written form. The thesis consists of 6 chapters. Each chapter examines the articles of a housing association from specific perspective and also brings author's view on the articles. First chapter provides a brief picture of the beginnings of cooperatives in the world, including the housing associations. In the second chapter the development of legal provisions of articles from mid 19th to 90' of the 20th century is stated. The second chapter is divided into 5 chapters. The third chapter deals with a general introduction to the cooperatives. There are discussed the principles of the cooperatives, the term of housing of association and legislation. It also describes different types of housing associations in the world. This chapter is composed of 8 parts. The...
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A share in a limited liability company with regard to its transfer
Nešetřilová, Markéta ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
My thesis consists of two main parts. First part deals with major changes introduced by the Company Act 2014 and the New Civil Code 2014 to the regulation of the share in the Limited Liability Company. The aim of the first part is to analyse the most significant changes introduced by the Company Act 2014 and the New Civil Code 2014 and to present various arguments in favour of and against this new regulation. I have decided to compare the Czech regulation with the German regulation which has already introduced similar changes five years ago. The main contribution of this part is therefore not only to provide critical evaluation of the new regulation, but also to point out that in some situations we can draw inspiration from the German regulation. Second part focuses on the transfer of the share, agreement on the transfer of share and special ways in which the share can be transferred. My thesis is divided into four chapters. First (introductory) chapter defined the share generally, using its qualitative and quantitative aspects. Second chapter deals with the abovementioned changes introduced by the Company Act 2014 and the New Civil Code 2014, more specifically it deals with the fact that the New Civil Code 2014 distinguishes the share as a thing in the legal sense, the fact that the Company Act...
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Bill of exchange as a securing instrument
Lazár, Martin ; Horáček, Vít (advisor) ; Zahradníčková, Marie (referee)
Bill of Exchange as a securing instrument (Summary) This thesis pertains to the securing bill of exchange, both on theoretical and practical levels. It deals with its particular characteristics which effectively distinguish a securing bill of exchange from bills of exchange fulfilling distinct functions, as well as from other securing instruments. The thesis provides its readers with a comprehensive view of the advantages the securing bill of exchange has to offer within a variety of private legal relations. Simultaneously, it warns against the perils which are inherent thereto, both with respect to the creditors and the debtors. The thesis thereby emphasizes a necessity for at least a certain level of knowledge concerning the nature and potential of the securing bill of exchange, which would in practice help prevent misuse of this instrument and inflicting damage on the debtors. The first chapter focuses on the causal obligation of a debtor and a creditor and its connection to the bill of exchange aiming to secure that relation. Together with the second chapter, these two provide for the fundamental nature and specific features of the securing bill of exchange. The third chapter pertains to the contractual basis for securing the receivables, and its crucial importance as it involves various contractual...
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Termination of office of the member in a governing body of a limited company
Oulíková, Lenka ; Čech, Petr (advisor) ; Zahradníčková, Marie (referee)
Termination of office of the member in a governing body of a limited company (Vacation of Company's Directors) This paper examines the process of resignation of members of the organs of a company. It considers both protection of the member and the company. In the first part it analyzes several issues concerning the interpretation of section 66 of the Commercial Code on the basis of judicial decisions. It focuses on the following issues: the purpose of statutory provisions; ways to notify the resignation; on which day the resignation should have been discussed; who is obliged to summon the meeting and what consequences follow the breach of this duty. The Supreme Court has ruled that the protection of a company and its director is equally important. Resignation can be notified either at the meeting or delivered to the company. The director is obliged to do whatever may be reasonably required of him to ensure the organ concerned is given a real opportunity to discuss the resignation. If the director does not fulfill their duties and the resignation is not discussed, their tenure will not end. The end of the tenure cannot always be conditioned by convening the general meeting or placing the discussion of the resignation on the agenda. If a director cannot be rightfully required to summon the general meeting,...
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The duty of due managerial care and diligence of the member of en elective body of a limited company and the consequences of its breach
Šubertová, Karolina ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The purpose of this thesis is to compare the standard of due care in contemporary legislation as well as in the new upcoming legislation which should become effective as of 1 January 2014. Furthermore, the thesis is focused on consequences of breach of the standard of due care by persons in position of members of elected bodies of capital business companies and / or business corporations. The thesis is composed of six chapters. Chapter One is introductory and deals with history of the standard of due care in the Czech legislation from the period of the General Civil Code to the recodification of civil law and commercial law represented by two crucial statutes - the new Civil Code and the Business Corporations Act. Chapter Two deals with contemporary valid and effective legislation concerned with the standard of due care and its main components. In Chapter Three I tried to emphasize the changes which we will experience in the new legislation. Especially, I mean the newly introduced business judgment rule which was inspired and implemented to the Czech legislation on the basis of modern foreign legislations - US and Germany. Chapter Four presents selection of case law of the Supreme Court of the Czech Republic which repeatedly commented on the standard of due care in practice and its related aspects...
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The monistic structure of a Czech joint-stock company after recodification of private law
Tábořík, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The diploma thesis deals with a regulation of the monistic structure of a joint- stock company. This type of governance of a Czech joint-stock companies is introduced by the new Trade Corporations Act ("Act"), which is a part of an extensive recodification of the Czech private law. Introduction of this corporate governance system is not only consequence of this recodification, it is also largely a logical consequence of the statute shopping trend in Europe. The regulation of a monistic joint- stock company as introduced by the Act is not the first monistic company governance regulation in the Czech Republic. This option was already brought by the European Company Act in 2004. The first introductory part of the paper compares the two basic corporate governance systems and introduces the statutory bodies of the companies that distinguish these systems. Consequently, the study compares and evaluates the pros and cons of the two. Next part basically outlines the regulation of the European Company - Societas Europaea (SE). Main focus area of the study is the description of the monistic structure of a joint-stock company as introduced by the Act. The most important part is the description of the Board of Directors. Attention is paid to the membership in the Board, its convening and its conduct and also...
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