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The distribution of the capital companies profits - Comprarasion of the Czech Republic, the USA and the Russian Federation legal systems
Řezníčková, Denisa ; Bažantová, Ilona (advisor) ; Dupáková, Lenka (referee)
Profit Distribution in Capital Companies - A Comparison of Legal Systems in the Czech Republic, the United States of America, and the Russian Federation Abstract In the modern business world, the distribution of a company's profits is a complex decision- making process that considers not only legal, tax, and economic aspects but also political and cultural contexts. Therefore, this thesis is divided into five chapters, the first of which is a theoretical section discussing the nature and implications of corporate economic behavior, including the motivations for profit distribution. The core of the thesis consists of three analytical chapters on the distribution of profits in capital companies in the Czech Republic, the State of Delaware in the United States of America, and the Russian Federation. This selection allows for a cross-sectional examination of the different approaches to this topic against diverse legal cultures and political climates. The fifth and concluding chapter offers a comparative analysis of the commonalities and differences in profit distribution in capital companies within these jurisdictions. Among the sub-areas that the thesis compares are selected institutions related to the distribution of profit shares, such as the non-cash form of payment, the option of not distributing profits,...
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Duty of Loyalty of a Shareholder of a Capital Company
Krausová, Aneta ; Tomášek, Petr (advisor) ; Patěk, Daniel (referee)
Duty of Loyalty of a Shareholder of a Capital Company Abstract This thesis deals with the issue of the duty of loyalty of a shareholder of a capital company. It focuses mainly on the analysis of the duty of loyalty of a shareholder towards the company, and marginally presents the duty of loyalty of the company towards the shareholder and the duty of loyalty between the shareholders. The main objective of this thesis is to define the duty of loyalty and to analyse this duty in some of the relationships within a company. Central to this analysis is the interpretation of the provisions of Section 212 of the Civil Code, which I address in this thesis in turn. Due to the generality of the concept of loyalty, a key part of this thesis is the analysis of the existing decision-making practice of the courts, including the applicability of decisions based on the regulation before the recodification of private law. The thesis is divided into an introduction, four parts and a conclusion. The first part deals with the principle of good faith as the fundamental basis of the duty of loyalty, its nature as a general clause and its derived functions. The second part introduces the reader to the duty of loyalty in shareholder relations of a capital company on three levels. The main focus is on the shareholder's duty of...
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Closing accounts and financial statements in a capital company
BERÁNKOVÁ, Kateřina
The bachelor´s thesis deals with the analysis of closing works especially inventory, correction items, reserves, exchange rate differences, conjectural items, accruals, financial results and closing of accounts. After that, ac-counting closing procedures are applied to a specific capital company. Finally, the financial statement of the capital company is created. A balance sheet, a profit and loss statement and notes to the financial statements are part of the financial statements. Based on the results found, recommendations were made to the analysed company in the are of inventory, taxes and publication of financial statements.
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Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Havlík, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
My thesis focuses on one of the fundamental issues of representation of stock corporations by their elected bodies or members of these bodies. This issue concerns the responsibility of these parties to act in the performance of their duties with due managerial care which is a key aspect in determining the standard required from the parties representing a limited liability company and a joint stock company. This topic is extremely relevant to the current situation due to recent re- codification of private law, whose linchpins are Act No. 89/2012 Coll., the Civil Code, and Act No. 90/2012 Coll. on business companies and cooperatives (the Act on Business Corporations). The authors of these regulations during their drafting had to cope with the development of both the doctrine and the case law and their task was not only to adapt the legislation to the commercial law practice of stock corporations of the 21st century, but also to resolve some of its contentious issues. The thesis consists of an introduction, three main chapters further subdivided into subsections and the conclusion. The first chapter deals with the legal regulation and the description of the concept of due managerial care and related aspects at the time of effectiveness of Act No. 513/1991 Coll., the Commercial Code. Particular...
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Duties of a member of governing body of a limited company in financial difficulties
Langr, Filip ; Josková, Lucie (advisor) ; Čech, Petr (referee)
Duties of a member of governing body of a limited company in financial difficulties Abstract This thesis discusses duties of a member of governing body of a limited company in financial difficulties, specifically chosen institutes not only from corporate law but from insolvency law as well. The main goal of this thesis is to define period of financial difficulties and to create a basic overview of legal duties that are connected to this period. When analysing individual duties, where I take into consideration conclusions from specialised literature and from decisions of the courts, I focus on problematic parts of the enacted law. The thesis proposes de lege ferenda propositions and also reflects on the amendment to the Business Corporations Act. The thesis is divided into four chapters. The first chapter deals with the due managerial care and diligence. It is the key duty, which is imposed on the members of governing body of a limited company. In the second chapter I discuss the state of financial trouble of the company. The Czech lawmaker tries to reflect on this economical state by the institutes of insolvency and impending insolvency, which I focus on within this part. These institutes are linked to a number of legal duties. Chapters three and four constitute the core of the thesis. Chapter three...
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Business Corporation v. Trust Fund from a Creditor's Point of View
Kolenský, Lukáš ; Josková, Lucie (advisor) ; Eichlerová, Kateřina (referee)
Business Corporation v. Trust Fund from a Creditor's Point of View Abstract This diploma thesis deals with the analysis of the legislation regulating the functioning of limited companies and trust funds, specifically the issues of importance for the position of their external and residual creditors. The main goal of the thesis is to compare the mentioned entities and to gradually answer the question, which of them is more attractive for the creditor's position, and under what conditions respectively. The thesis is composed of a relatively shorter general part and of a main special part, together internally subdivided into eight partial articles. Regarding the applied methods, the thesis mainly uses analysis and comparison of domestic legal rules; the case law, mostly domestic, is quoted in order to present concrete manifestations of general rules in real instances. Following the definition of the subject of the thesis in its introduction, the general part firstly defines and examines, to the extent necessary, the concept of limited company, trust fund and the person of a creditor. In addition thereto, the thesis provides an explanation of the consequences of defects in legal acts. Special part of the thesis firstly concentrates on the issues of importance to the creditors arising in connection to the...
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A legal person as a member of an elective body of a limited company
Borkovcová, Petra ; Zahradníčková, Marie (referee) ; Horáček, Tomáš (referee)
130 A legal person as a member of an elective body of a limited company Abstract This thesis deals with one of the significant novelties in Czech company law adopted in connection with the recodification of private law, namely the general option to appoint a legal person as a member of a statutory, supervisory or another elective body of a limited company, i.e. limited liability company or joint stock company. The thesis presents the topic in a broader context and it is aimed to provide the reader with a basic idea of what the benefits and the risks are, which this concept brings into Czech law, and how usable it is in practice. For this purpose, an overview is given of how foreign legal orders regulate the membership of legal persons in elective bodies of limited companies, the extent to which this concept is widespread (not only in Europe) and what the existing, both positive and negative, experience is. Particular attention is paid to the legislation in Great Britain, because in this country, the issue of membership of legal persons in elective bodies of limited companies is currently being subject to breakthrough (albeit not yet effective) legislative changes consisting in a general ban on appointment of a legal person as a member of an elective body of a limited company. The thesis is divided into four...
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The duty of due managerial care of a member of governing bodies of limited companies in comparison with the British legal regulation
Procházka, Tomáš ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
This diploma thesis deals with the regulation of the duty of due managerial care of members of a governing body of a limited company. The aim is to evaluate Czech national law with respect to the relevant British law rules. Another objective is to propose de lege ferenda amendments to current state of law. The thesis is divided into three chapters The first chapter defines the duty of due managerial care and the content of duties imposed on members of a governing body of a company in Great Britain. Judicial decisions of both jurisdictions reveal that directors are not expected to have a knowledge possessed by a specialist. However, good general knowledge is required. Subsequently, the dual objective / subjective standard is introduced. Lord Hoffmann borrowed the test set by the Insolvency Act 1986 and stated that such a test should not just apply during insolvency. The second chapter is dedicated to fiduciary duties and the position of duty of loyalty within the scope of due managerial care. The aim is to present the subjective test covering acts exercised to promote the success of a company. The standard rests upon the idea that directors must exercise their discretion bona fide in what they consider, not what the court may consider, is in the interest of the company. Another field of interest is...
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A legal person as a member of an elective body of a limited company
Borkovcová, Petra ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
130 A legal person as a member of an elective body of a limited company Abstract This thesis deals with one of the significant novelties in Czech company law adopted in connection with the recodification of private law, namely the general option to appoint a legal person as a member of a statutory, supervisory or another elective body of a limited company, i.e. limited liability company or joint stock company. The thesis presents the topic in a broader context and it is aimed to provide the reader with a basic idea of what the benefits and the risks are, which this concept brings into Czech law, and how usable it is in practice. For this purpose, an overview is given of how foreign legal orders regulate the membership of legal persons in elective bodies of limited companies, the extent to which this concept is widespread (not only in Europe) and what the existing, both positive and negative, experience is. Particular attention is paid to the legislation in Great Britain, because in this country, the issue of membership of legal persons in elective bodies of limited companies is currently being subject to breakthrough (albeit not yet effective) legislative changes consisting in a general ban on appointment of a legal person as a member of an elective body of a limited company. The thesis is divided into four...
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