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Transformation of a limited liability company into a joint-stock company
KLARNER, Lukáš
This thesis characterizes the main factors influencing the transformation of limited liability company into a joint stock company. The main aim of this work is to describe the whole process of transformation, approach possible ways of transforming, specify the process of changing the legal form from limited liability company and to analyze the real business environment using questionnaire and structured interview with owner of the joint stock company. Last but not least, the possibilities of transformation in the Czech Republic and Germany are being compared. Empirical results show that many companies undergoes a transformation process because their parent company requires it. Also many companies want to find new financial resources. According to the results, respondents perceive the Transformation Act as very good and do not find any fundamental problems. This work also evaluate valuations methods. Last, but not least, this thesis offers a view of issuing new shares as well as a statistical evaluation of the data obtained, which evaluates the registered capital and newly issued shares.
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Limited liability company after the adoption of new legislation
KLARNER, Lukáš
This Bachelor thesis describes the main changes in business of limited liability company after the year 2014 when the Business Corporations Act became effective. The main aim of this work is to describe the biggest changes that have occurred. It analyses real business environment using questionnaires and structured interviews with executive directors of random companies. Empirical results show that many of these directors are unsatisfied with actual legal situation, and the issue of registered capital is the most questioned. According to the managers there is a lack of laws regulating particle issues, family business company issue for example. The work also evaluates the personal responsibility of executive directors for the operation of the company. As the empirical results show, most executives are not fully aware of their responsibilities. Last, but not least, this thesis suggests some possible solutions of this situation, especially in the field of law.
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Athlete as an entrepreneur
Perušič, Ondřej ; Horáček, Tomáš (advisor) ; Kohout, David (referee)
Athlete as an entrepreneur Abstract This thesis is focused mainly on the problematic of the athlete's role as an entrepreneur from the perspective of business law. Its goal is not only to describe the current situation and answer some questions related to the topic, but also to point out some very problematic facts and think about possible solutions to the very unsatisfactory situation of today's legislation on professional sports. In the first two chapters I would like to underline some specifics of the athlete's position as an entrepreneur and how it differs from the classic, normal entrepreneurship that we know. I would also like to emphasize quite serious lack on the field of terminology, that makes the necessary process of change even more difficult. Next two chapters will be focused on the two main aspects of athlete's entrepreneurship. First one concerns the contracts and obligations he is taking part in and the typical structure of legal bonds that it creates. In this chapter I would also like to describe the specific types of contracts that are either the most common ones or somehow unusual and specific for sports. The second chapter out of the two mentioned above will focus on the litigations that arise from these contrats or other legal reasons. I will only briefly introduce the problematics of...
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Selected Business Aspects of Insolvency Proceedings
Mašek, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Thesis: Selected Business Aspects of Insolvency Proceedings The reason why I have decided for my thesis topic is that the connection between business law and insolvency law is a field which has not been studied comprehensively so far. However my opinion is that these law branches have a lot in common as we can see daily their intersection in many insolvency proceeding. Object of this thesis is to describe the main areas in which clashes insolvency law with business law and then define questions which issue from this clash and answer those on which the Insolvency Act and Business Code do not offer clear answers. As I mentioned the connection between insolvency and business law is not focused comprehensively by doctrine. Therefore I work particularly with decided cases and legal interpretation books as sources for my thesis. The text offers two points of views on this topic. The first is aimed to company (especially its statutory body) which becomes insolvent. The second is aimed to third parties who do business with an insolvent company. The first part of my thesis is engaged in short description of historical development of insolvency law in Czech. Then it is focused on explanation of basic insolvency terminology in context of business law. The second part of the thesis deals with duties of...
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Freedom of contract and its limitation in the business relationships
Majchrák, Michal ; Pelikánová, Irena (advisor) ; Marek, Karel (referee) ; Horáček, Vít (referee)
Freedom of contract is one of the fundamental principles of private law. Most pronounced is the principle of contractual freedom in business contractual relationships, in which is admitted the highest degree of contractual freedom. Contractual freedom is often generally associated with the rule that what is not forbidden is allowed, ie. if the legal regulation does not prohibit any contractual arrangement, is such an arrangement allowed. This understanding of freedom of contract is very simplistic and misleading and thus in many cases incorrect. Given that freedom of contract is seen as a rule or principle, approach to it is fairly spontaneously and in search of answers to the question of legality or illegality of certain contractual arrangements, the progress is often intuitively and based on ad hoc reasoning the contractual freedom is in individual cases either accepted or rejected. One reason for this approach is the fact that there have been no more precise rules for a differentiation of non- mandatory and mandatory legal rules. Their differentiation is for the recipients of legal rules crucial because it gives an answer to the question, how far reaches their liberal sphere, in particular, if the contractual freedom is in the particular legal issue enabled or not. A lack of structure and...
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Unjust enrichment in business law
Koláček, Michal ; Horáček, Vít (advisor) ; Čech, Petr (referee)
The thesis analyses the legal concept of unjust enrichment in business law. General legal regulation of unjust enrichment itself has never been included in Commercial Code though it had to be interpreted according to the general regulation contained in the Civil Code. This conception remained unchanged even after the re-codification of civil law, which abolished the Commercial Code, thus we no longer need to differentiate between legal relationships which are of a commercial nature and those which are not. The conclusions reached by the Supreme Court in correlation with the previous legislation cannot be completely abandoned - based on the transitional provisions of the Civil Code - the preceding legislation, and therefore the conclusions of the case law relating thereto, remain applicable. The thesis analyses unjust enrichment, mainly from the perspective of civil law. The commercial aspect is provided in comparison to the previous legislation which focuses on the specifics or application problems in relation to unjust enrichment that have arisen in commercial law. For this purpose, the thesis deals with related legal concepts such as limitation of claims resulting from unjust enrichment, the invalidity of legal acts, etc. The thesis consists of five chapters. The first chapter analyses the...
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Unjust enrichment in business law
Vydrová, Zuzana ; Horáček, Vít (advisor) ; Pelikán, Robert (referee)
This thesis analyses the concept of unjust enrichment under the business law. First of all the thesis explains the term of business law. Business law is a complex of legal rules concerning the contractual relationships between entrepreneurs arising from their business activities. Business law is a comprehensive field of law which extends into many other fields of law, both private and public law. Equally the regulation of unjust enrichment within the business law expands into many other laws with particular specialization, but these laws are not subject of this thesis. For these laws the subsidiary legislation is included in the civil code., therefore this thesis focuses on the general regulation of unjust enrichment included in the civil code. Further the thesis continues with a historical development of both business law and unjust enrichment. The historical view begins with roman law, continues with the regulation of unjust enrichment under the ABGB and ends with regulation under the so. socialist law. Further in the text is referred to the historical chapter to facilitate understanding of a present regulation. Next chapter of the thesis describes the current regulation of unjust enrichment, mainly under the civil code, and from the reason mentioned above it is not going into the particular...
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Unjust enrichment under business law
Gejdoš, Jakub ; Horáček, Vít (advisor) ; Eichlerová, Kateřina (referee)
The thesis is focused on the legal concept of unjust enrichment specifically in relation to the area of business law. Although the basic legal regulation relevant also for the area of business law was, and even after the adoption of the new private law codes, still remains in the civil code, the thesis endeavors to focus on certain specifics related particularly to the business relations. For these purposes it deals, in less or more detailed manner, also with other legal concepts, which are significant for the topic and closely related (such as limitation of claims resulting from the unjust enrichment, good faith of legal entities, invalidity of legal acts etc.). The thesis analyses legal acts regulating the institution of unjust enrichment for the area of private law, eventually specifically for the business relations. Especially in the areas where the legal text itself is not exhaustive, it supplies also analysis of relatively extensive case law (available so far only in respect of the previous legislation), eventually also the analysis of expert opinions. It draws attention to certain conflicts in interpretation of individual legal provisions. Considering the recent essential change of the private law basis (new private law codes) the thesis provides to a considerable extent comparison of the...
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Selected Business Aspects of Insolvency Proceedings
Mašek, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Thesis: Selected Business Aspects of Insolvency Proceedings The reason why I have decided for my thesis topic is that the connection between business law and insolvency law is a field which has not been studied comprehensively so far. However my opinion is that these law branches have a lot in common as we can see daily their intersection in many insolvency proceeding. Object of this thesis is to describe the main areas in which clashes insolvency law with business law and then define questions which issue from this clash and answer those on which the Insolvency Act and Business Code do not offer clear answers. As I mentioned the connection between insolvency and business law is not focused comprehensively by doctrine. Therefore I work particularly with decided cases and legal interpretation books as sources for my thesis. The text offers two points of views on this topic. The first is aimed to company (especially its statutory body) which becomes insolvent. The second is aimed to third parties who do business with an insolvent company. The first part of my thesis is engaged in short description of historical development of insolvency law in Czech. Then it is focused on explanation of basic insolvency terminology in context of business law. The second part of the thesis deals with duties of...
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