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The course of a general meetings of a joint-stock company
Sáblíková, Martina ; Patěk, Daniel (advisor) ; Štenglová, Ivanka (referee)
- The course of general meetings of a joint-stock company The topic of this thesis is the course of general meetings of a joint-stock company. A joint stock-company is a limited company (a stock corporation), that means a company when membership in this company is connected with the obligation of investment contribution, either monetary or non-monetary, and that upon its formation, or when increasing its registered capital. The supreme body of a joint-stock company is the general meeting. The general meeting is a compulsory formed body regardless of the internal system of joint-stock companies, no matter if it is a monistic or dualistic board structure joint-stock company. With regard to the fact that it is compulsory, it is evident that the general meeting plays an important role in the functioning of the company itself. Within this thesis attention is also devoted to situations which are closely related to the course of general meetings. These are situations that precede general meetings, e.g. convening, and also situations after their closing. Within this thesis is also partly compared current legislation relating to joint stock companies, Act No. 90/2012 Sb., law on business corporations and cooperatives, with the previous related legislation, that means Act No. 513/1991 Sb., the Commercial...
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General Meeting of Limited Liability Company after recodification (operation, calling, quorum, appearance and procedure)
Pytela, David ; Patěk, Daniel (referee) ; Zahradníčková, Marie (referee)
By January the first is applicable legal regulation that will bring very important changes into private branch of legal order. It is especially the "New Civil Code" and the "Commercial Corporation Act". This "new regulation" will affect even the General Meeting of Limited Liability Company. Because I think it is important to identify the changes that the new regulation brings into regulation of General Meeting of Limited Liability Company and because General Meeting of Limited Liability Company is of interest to me I decided to work out a thesis on this matter called "General Meeting of Limited Liability Company after recodification". Because this matter is quite enormous I do not focus on whole General Meeting of Limited Liability Company but only on selected parts concerning its operation, calling, quorum, appearance and procedure. In my thesis I do not focus only on changes connected with the new regulation but also on unclear or problematical parts of existing regulation (regulation applicable until December the thirty-first) from the perspective whether and if how the new regulation has dealt with them. I use opinions stated by the jurisprudence and the judicature, especially by the Supreme court of the Czech Republic, but foremost my own view and opinions. The new regulation as a whole in...
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Position of the general meeting of a limited liability company
Štěpánková, Kateřina ; Patěk, Daniel (advisor) ; Liška, Petr (referee)
- Position of the general meeting of a limited liability company This diploma thesis concentrates on the general meeting of a limited liability company and its position within the organizational structure of the company. The goal of the diploma thesis is to provide a basic overwiev of selected institutes and analyse the relationship between the general meeting and other company bodies. This most often concerns the statutory body and possibly also the supervisory board, as a whole, or their individual members. Individual chapters are chosen as to enable to illustrate the mutual arrangement of relationships on them. The thesis is divided into two basic parts. The first part considers how the general meeting can impact on other company bodies, or their members. That's why the first chapter deals with election and dismissal of a statutory representative, or a member of the supervisory board. It for example describes the concrete process, or the possibilities, which the general meeting has in this connection. The second chapter considers the contract of execution of office, which together with the regulation of rewarding of the body members has to be compulsorily approved by the general meeting itself, the reward, which can be granted by an internal regulation approved by the general meeting and other...
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The course of a general meeting of a joint-stock company
Sladký, Filip ; Patěk, Daniel (advisor) ; Štenglová, Ivanka (referee)
Anglický název práce/ Abstract The course of a general meeting of a joint-stock company The main goal of the following diploma thesis is to comprehensively analyse the topic in question after the recent recodification of the Czech private law. The author aims to evaluate the current legal state of the course of a general meeting of a joint-stock company by studying multiple relevant sources, outlining the most important legal aspects and reviewing some of the frequently academically discussed issues and topics. Primarily the author aims to accomplish that by thoroughly studying and examining the newest legal doctrine and some of the most important existing judicial decisions. Systematically the thesis consists of four main chapters. The first chapter contains the general introduction of the matter and a legal definition of a joint-stock company while mainly focusing on its structure and bodies. The second chapter is divided into two parts and generally focuses on the matter of participation and the legal representation on a general meeting. The first part of the chapter highlights the legal reasons of why and by whom the general meeting of a joint-stock company can be convened. The author defines and discusses all its possible participants in the following part of the chapter. The third chapter is devoted...
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Competencies of General Meeting of limited liability company
Snížek, Martin ; Štenglová, Ivanka (advisor) ; Čech, Petr (referee)
Competencies of General Meeting of limited liability company The purpose of my thesis is to analyse competencies of a general meeting of a limited liability company, show different theoretical opinions and present my own ideas. I have chosen this topic because the limited liability company is the most common type of business entity in the Czech Republic and so I find this topic useful. The thesis is composed of Introduction, four chapters and Conclusion. Introduction defines aims and methods of this thesis. First general chapter is followed by three chapters, each of which dealing with different aspects of general meeting's competence. Chapter One is introductory and defines basic terminology used in the thesis. This chapter is subdivided into five parts. Part One describes the limited liability company and explains basic characteristics of this type of business entity set out by the Czech Commercial Code, No. 513/1991 Coll., as amended (hereinafter referred to as the ,,Commercial Code ). Part Two deals with the general meeting and it's position within the company. Part Three is concerned with powers of the general meeting and explains this term in general. Part Four is about members' decision making outside of the general meeting and Part five deals with some differences of decision making of a...
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Invalidity of a resolution of the General Meeting
Maslík, Vladimír ; Patěk, Daniel (advisor) ; Štenglová, Ivanka (referee)
72 Invalidity of a resolution of the General Meeting Summary This thesis focuses on the issue of invalidity of a resolution of the General Meeting in terms of the current legislation contained in the Commercial Code (Act No. 513/1991 Coll.). Extensive space is devoted to its application in decision-making practice of the courts, especially the Supreme Court of the Czech Republic. The work is divided into 11 basic chapters. Chapter One and Two are devoted to a general description of the General Meeting as the supreme authority of the capital commercial companies and analyze the manner of decision-making. Significant space is devoted to the legal nature of the resolutions of the General Meeting, where the work confronts the various currents of opinion among professionals themselves and with the decisions of the Supreme Court of the Czech Republic. Chapter Three contains the reasons for invalidity of a resolution described with a more detailed analysis of defects, in the presence of which can be the validity of the resolution called into question. Chapter Four is devoted to nullity, as the specific case of the invalidity of the resolutions of the General Meeting, which has resulted in a breakthrough to the limits laid down in § 131, respectively § 183 of the Commercial Code. Chapter Five deals with conditions,...
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Influence of a company member on the management of a limited company
Lepka, Jaroslav ; Patěk, Daniel (advisor) ; Čech, Petr (referee)
78 Influence of a company member on the management of a limited company Summary The thesis focuses on the issue of a limited company member's legal position, particularly the matter of his influence on management of a limited company. The particular member's rights relating to the management of a limited company are discussed in the thesis. Chapter One and Two provide general information on essential terms according to the subject such as different categories of companies focusing on the limited company and differences between limited and personal company and the legal position of limited company member in relation to his share. The essence of the thesis is represented by the Chapter Three dealing with particular member's rights exercising in General Meeting and in relation to the other company bodies, especially the authorized representative. The description of such a specific rights is based on disputing questions, confrontation of different opinions and the case law. Chapter Four deals with the specific problems arising out of the situation the limited company is a company with a sole member who acts within the scope of General Meeting. Chapter Five provides general overview of corporate groups with focus on the relations between controlling and controlled company and definition of controlling company....
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Competencies of the General Meeting of a limited liability company
Černý, Jiří ; Štenglová, Ivanka (advisor) ; Oehm, Jaroslav (referee)
This thesis deals with competencies of the General Meeting of a limited liability company in the Czech legal order. At the first place its aim is to define the term competencies of the General Meeting. The next main task is an in-depth analysis of each issue that falls within the competencies. The attention is concentrated predominately on how decisions about the issues concern the General Meeting as the highest body of the limited liability company, i.e. which requirements, procedures and limitations have to be complied with according to the law. The intent is to point out all the areas within the subject matter of this thesis that are ambiguous or the areas without any consistent view on them for any reason including providing with my own commentary or opinion of a possible solution. The essential part of the thesis is an analysis of a current practice of higher courts of the Czech Republic related to the subject matter of the thesis. The purpose of the first chapter is to introduce briefly the issue of the competencies of the General meeting to the reader. Its content is focused mostly on determination of a position of the General Meeting within the limited liability company comparing to the other bodies of the company. The second chapter is concentrated on defining the term competence, the...
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Rights of Shareholders in the Joint-stock Company
Čížková, Jana ; Kříž, Radim (advisor) ; Hásová, Jiřina (referee)
Bachelor thesis deals with the rights of shareholders in the joint-stock company in the current and future legislation, effective from 1. 1. 2014. The rights are divided into 4 groups. The first group of the rights focuses on the rights connected with the shareholders position in the company and with demands for information, which are in connection with participating in the management of the company. Other sections deal with rights that are closely related to the participation in the general meeting and entitled to a share on liquidation and profit. The work also deals with the rights of minority shareholders, who have in the company a specific position and rights. The paper uses the business and a new civil code and the law on trade corporations.
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