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Insolvency of a Controlled Person and the Consequences for the Corporate Group
Hlavatý, Radim ; Černá, Stanislava (advisor) ; Liška, Petr (referee)
This thesis deals with the insolvency of a controlled person and its legal consequences for a corporate group under the Companies Act and the Insolvency Act. The aim of this thesis is to outline the consequences of the insolvency of a controlled person under the Companies Act for the controlling person of the corporate group and to analyse the special regime of the Insolvency Act affecting the other members of the corporate group in the insolvency proceedings of the controlled person. It begins by discussing the concepts that are central to this thesis, particularly with regard to their conceptual background. The subsequent chapter examines the consequences of the insolvency of a controlled person for the controlling person under the Companies Act. Particular attention is paid to the consequences of the insolvency of a controlled person caused by the conduct of the controlling person under the business groups regime and the action to supplement liabilities. The thesis in this part evaluates the business groups regulation and deals with the cases in which a duty may be imposed on the controlling person under an action to supplement liabilities. The thesis also discusses the provisions of the Insolvency Act that contain special rules for members of the same corporate group as the debtor. In this...
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Insolvency of a Subsidiary Corporation and its Group Consequences
Smetanová, Eva ; Černá, Stanislava (advisor) ; Pelikán, Robert (referee)
Insolvency of a Subsidiary Corporation and its Group Consequences Abstract The thesis deals with insolvency of a subsidiary corporation and its group consequences. The thesis focuses on description and analysis of consequences of subsidiary's insolvency putting emphasis on parent company and the way in which creditors of a subsidiary can protect their claims within the Czech corporation and insolvency law. The keynote of the thesis is the fact that the economic reality of operation of a corporate group collide with the separate entity principle and the doctrine of limited liability. First the thesis analyses the ways how the parent company exerts influence over the subsidiary, because on its relation to the subsidiary depend the consequences concerning the responsibility for the insolvency of the subsidiary. Then the concept of de facto directors and shadow directors is explained. This concept is based on the real economic direction of the corporation, so the creditors could reach the assets of parent company by this concept without using the ultimate means as the doctrine of piercing the corporate veil. Finally, the thesis describes particular institutes of Czech corporation and insolvency law that provides for consequences that the insolvency of the subsidiary could cause in the sphere of the parent...
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Legal consequences of damage caused to the controlled affiliate by corporate group management
Pulicar, Miroslav ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Legal consequences of damage caused to the controlled affiliate by corporate group management Abstract This thesis deals with legal consequences of damage caused to the controlled affiliate as a result of the corporate group management in Czech law. The introduction sets out the general legal and theoretical framework of the thesis, namely the basic theoretical concepts of the corporate law, the principles of separate legal personality and limited liability, and the structure of the law on the corporate groups. It is divided into two main chapters. The first chapter analyzes the consequences of damage caused to the controlled affiliate in the economically functional corporate groups. It firstly analyzes the aspects of group management, different forms of damage and principles of group damage compensation according to sec. 71 et seq. of the Act no. 90/2012 coll., on Commercial Companies and Cooperatives. It further provides an explanation of the provisions on the protection of creditors and minority shareholders of the controlled affiliate, namely the liability of the parent company towards the creditors of the affiliate for the payment of debts, liability of the parent company to compensate any damage arising to the members of the affiliate in connection with its influence and the right of the minority...
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