|
|
Duty of Due Managerial Care in Corporate Law
Petržela, Karel ; Tomášek, Petr (referee)
Duty of Due Managerial Care in Corporate Law Abstract All members of elected corporate bodies are bound by duty of due managerial care. Precise understanding of the content of this elementary obligation is required for legal certainty of those persons, who accept the position of memer of an elected corporate body. This work aims to explain context and historical, economic and legal background of the current duty of due managerial care in corporate law, compare its content with that of comparable duties in selected foreign jurisdictions, review and assess the assumed content of this duty under Czech law having regard to such comparable duties, and to analyze selected consequences and implications of breach of such duty under Czech law. This work reflects on the legal framework in effect as of 28 February 2022 and takes into account also the amendment to the Corporations Act implemented by Act No. 33/2020 Coll. The work is organized into eight chapters (including introduction and conclusion). The research questions are being addressed in chapters 2 through 7 where chapters 2 through 4 are considered key. The second chapter is dedicated to the context, in which the duty of due managerial care exists under Czech law, in particular the historical and economic bacground, and also to general terms and concepts,...
|
|
|
Duty of Due Managerial Care in Corporate Law
Petržela, Karel ; Štenglová, Ivanka (advisor) ; Eichlerová, Kateřina (referee) ; Havel, Bohumil (referee)
Duty of Due Managerial Care in Corporate Law Abstract All members of elected corporate bodies are bound by duty of due managerial care. Precise understanding of the content of this elementary obligation is required for legal certainty of those persons, who accept the position of memer of an elected corporate body. This work aims to explain context and historical, economic and legal background of the current duty of due managerial care in corporate law, compare its content with that of comparable duties in selected foreign jurisdictions, review and assess the assumed content of this duty under Czech law having regard to such comparable duties, and to analyze selected consequences and implications of breach of such duty under Czech law. This work reflects on the legal framework in effect as of 28 February 2022 and takes into account also the amendment to the Corporations Act implemented by Act No. 33/2020 Coll. The work is organized into eight chapters (including introduction and conclusion). The research questions are being addressed in chapters 2 through 7 where chapters 2 through 4 are considered key. The second chapter is dedicated to the context, in which the duty of due managerial care exists under Czech law, in particular the historical and economic bacground, and also to general terms and concepts,...
|
|
|
The Legal Status of a Member of the Statutory Body of a Dependant Joint Stock Company
Štaňko, Silvie ; Zahradníčková, Marie (referee)
(EN) The dissertation deals with the issue of the legal status of a member of the statutory body of a joint stock company in a situation when the influence of the concern's controlling entity interferes with his/her powers. Attention is paid in particular to the definition of the boundaries of due care and to the binding nature of the concern's guidelines and instructions. In preparing the dissertation, general methods of scientific work, such as deduction, analysis, synthesis and the descriptive method, were used. In addition, specific formal legal methods were employed, namely grammatical interpretation, logical interpretation and systematic interpretation (considering the context and place of the provisions from the point of view of the legal regulation, the system of private law, as well as from the point of view of the entire Czech legal system). As supporting methods, historical interpretation (the rules prior to the recodification of private law) and teleological interpretation (reasoning that uses the meaning of corporate law) were applied. Furthermore, the comparative method was used to a considerable extent in the preparation of the dissertation. This involves both a comparison with selected foreign rules (German, British and French) and a comparison with rules at the Community level. The...
|
|
|
Corporate social responsibility of limited companies and its impact on the standard of due managerial care
Stříteská, Eva ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
In my master's thesis I focus on the corporate social responsibility (CSR) within a joint stock company and a limited liability company. The aim of this paper is to define the CSR and to find out the ways in which corporate social responsibility displays in the company. Displays of the CSR are described on the most widespread company in the world - join stock company. This thesis composes of four chapters. The first chapter focuses on the development of corporate social responsibility and on its minuses and pluses for the company. The next chapter attempts to define the purpose and the interest of the company. In general, we can say that the joint stock company is found for the entrepreneurial purpose and its main task is to produce a profit to its founders. However, that does not mean that such purpose is the only possible purpose of the company. Regarding interest of the company, this thesis analyses the most fundamental approaches to this topic and the approach which the Czech company law uphold regarding this matter. The third chapter focuses on the obligation of joint stock company's governing body to act according to the duty of care. The chapter describes the components of this duty and the haven in the form of business judgemental rule. To define the duty of care is important for this paper...
|
|
|
The Legal Status of a Member of the Statutory Body of a Dependant Joint Stock Company
Štaňko, Silvie ; Černá, Stanislava (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
(EN) The dissertation deals with the issue of the legal status of a member of the statutory body of a joint stock company in a situation when the influence of the concern's controlling entity interferes with his/her powers. Attention is paid in particular to the definition of the boundaries of due care and to the binding nature of the concern's guidelines and instructions. In preparing the dissertation, general methods of scientific work, such as deduction, analysis, synthesis and the descriptive method, were used. In addition, specific formal legal methods were employed, namely grammatical interpretation, logical interpretation and systematic interpretation (considering the context and place of the provisions from the point of view of the legal regulation, the system of private law, as well as from the point of view of the entire Czech legal system). As supporting methods, historical interpretation (the rules prior to the recodification of private law) and teleological interpretation (reasoning that uses the meaning of corporate law) were applied. Furthermore, the comparative method was used to a considerable extent in the preparation of the dissertation. This involves both a comparison with selected foreign rules (German, British and French) and a comparison with rules at the Community level. The...
|
|
|
Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Čopáková, Tereza ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Duty of due managerial care of member of an elective body of a limited company and consequences of its violation The purpose of my thesis is to analyze duty of due managerial care (hereinafter as "duty of care") of a member of an elective body of a limited company according to new legislation, which became effective in January 2014. Duty of care consist of several indefinite aspects and my aim is to define them and set boundaries in which person as a member of an elective body shall operate during performing his duties. Thesis refers to doctrinal view on this topic, offers solutions based on relevant jurisdiction and looks at consequences of violating duty of care. The thesis is composed of six followed-up chapters. Chapter One is introductory, defines basic terminology and consists of defining persons, who shall follow the rules of duty of care and consideration of liability in case of distribution of competences in collegiate body. Chapter also deals with issue brought to Czech law with integrating a monistic structure of stock company. This passage comes to conclusion that duty of care belongs to statutory director in the event of violating guidelines made by board of directors. Chapter Two is subdivided into two parts, each describing aspects of duty of care. Firstly it describes duty of loyalty...
|
|
|
The Duty of Loyalty of a Member of a Business Company
Polena, Stanislav ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The duty of loyalty of a member of a business company This thesis deals with the topic closely connected with the field of corporate governance which is a part of corporate law. According to the American legal theory is duty of loyalty one of the fiduciary duties. The traditional classification of fiduciary duties is based on dualism - duty of loyalty and duty of care. But this concept is changing over time mainly due to case law. There is no settled opinion on the basic question how many fiduciary duties there are. Current opinion of the respected authority in this field - Delaware' Supreme Court is based on dualism of fiduciary duties, but not in the traditional meaning. The duty of loyalty includes according to the opinion of the judges not only conflicts of interests and self-dealing situations, but breach of good faith as well. On the other hand the traditional point of view was settled on two fiduciary duties - loyalty and care as well. Duty of loyalty was connected with conflicts of interest situations between principal and agent, when the personal financial interest of the agent was present. Duty of loyalty protected the legal position of the principal when agent managed entrusted property. The duty of care was connected with the interest of the principal and due performance of the agent with the...
|
|
|
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...
|
|
|
Duty of Care in Czech and German Civil Law
Scholle, Jan ; Elischer, David (advisor) ; Dvořák, Jan (referee)
Duty of Care in Czech and German Civil Law Abstract The thesis deals with the importance of duties to prevent damages (duties of care) in Czech civil law. It focuses on detailed analysis of a few provisions of the Czech Civil Code. The main attention is focused on s. 415 of the Civil Code (Act No. 40/1964 Coll, the Civil Code, as amended; "OZ") establishing "the general duty of care". Findings about duties of care in the Civil Code are compared to a system of duties of care in German law of delict and additionally discussed using tools of economic analysis of law. The paper results in recommending changes in wording and interpretation of the duties of care and their comparison with the wording established by Act No. 89/2012 Coll., Civil Code ("NOZ"), effective from 1 January 2014. Chapter One examines development of interpretation of main provisions of OZ establishing duties of care. It briefly analyzes basic aspects of law of delict of OZ. It makes use of these findings in order to describe a position of duties of care in law of delict and limits of their interpretation. The main imperfections of their interpretation are illustrated on a couple of judicial decisions. Chapter Two briefly describes the system of law of delict under the German Civil Code ("BGB"). The chapter explores criteria of application...
|
|
|
Duty of care, skill and dilligence in Czech court case law
Klusáková, Barbora ; Eichlerová, Kateřina (advisor) ; Patěk, Daniel (referee)
The purpose of the diploma thesis "Duty of care, skill and dilligence in Czech court case law" is to analyze the approach of Czech courts case law to the selected issues related to the duty of care, skill and dilligence and to evaluate it with regard to the interpretation of legal regulation, doctrinal interpretation, theoretical and historical knowledge. The thesis consists of two main chapters which deals with research of two actual questions selected to the purpose of the thesis. The first chapter deals with the question whether the duty of care, skill and dilligence can be considered as an objective or subjective standard, i.e. according to which standard should the actions of persons who are obliged to act with the duty of care should be measured. Based on the performed analysis, the author's own opinion on the issue is expressed and subsequently the approach of the Supreme Court of the Czech Republic in its individual decisions is evaluated. The concept of care as a subjective sharpening of the objective standard is critically evaluated. The second chapter is devoted to the issue of the nature of the duty of care, specifically the question of whether it can be considered lawful or contractual with regard to changes in the law of liability after the recodification of civil law. Its solution...
|
guest ::
