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Non-competition clause in M&A transactions from the perspective of Competition Law
Pavlík, Filip ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
The presented thesis with a title "Non-competition clauses in M&A transactions from the perspective of Competition Law" aims to comprehensively analyse the question of conclusion of non-competition clauses with emphasis on the context of M&A transactions and the reasons for their conclusion. The main contribution of this thesis is to provide a comprehensive overview of the conditions of validity of non-competition clauses when these are observed, it is possible to consider the non-competition clause as agreed between the parties of the relevant M&A transaction as justified and proportionate, with a minimum risk of such clause being revoked. In the first chapter, I am dealing with the concept of M&A transactions, individual types of M&A transactions and their division. At the end of this chapter, the importance of the non- competition clauses is outlined with reasons why they are concluded within M&A transactions. In the second chapter, I have focused on the general characteristics of competition and prohibition of competition. This chapter also deals with the non-competition clauses themselves in M&A transactions and the adjustment of these clauses in accordance with the Commission Notice on restrictions directly related and necessary to concentrations (2005/C 56/03). The third chapter deals with...
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Non-competition clause in M&A transactions from the perspecitve of Competiton Law
Pavlík, Filip ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
The presented thesis with a title "Non-competition clauses in M&A transactions from the perspective of Competition Law" aims to comprehensively analyse the content and the question of conclusion of non-competition clauses with emphasis on the context of M&A transactions and the reasons for their conclusion. The main contribution of this thesis is to provide a comprehensive overview of the conditions of validity of non-competition clauses when these are observed, it is possible to consider the non-competition clause as agreed between the parties of the relevant M&A transaction as justified and proportionate, with a minimum risk of such clause being revoked and also provide a practical perspective on the matter of their negotiation based on an analysis of a representative sample of completed transactions. In the first chapter, first, I am briefly dealing with the general definition of competition, and subsequently with the concept of non-competition clause, its impact on competition and where it can be found in practice. The second chapter deals with a summary of the most important European and Czech legal regulation on non-competition clauses and Commission soft-law. In chapter three, I am dealing with the concept of M&A transactions, the reasons for making them and their division. In the second...
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Legal regulation of a non-compete clause in the Czech Republic and other chosen countries
Božek, Michal ; Vysokajová, Margerita (advisor) ; Brádlerová, Libuše (referee)
This thesis focuses on a complex description of the legal regulation of a non- compete clause in the Czech labour law and also points out to the legal regulation within the labour law in the Slovak Republic and the Federal Republic of Germany. The non-compete clause in the Czech law system is contained not only in the labour law but also in the commercial law to which the author refers, as well. However, the main topic of this thesis is the legal regulation of the non-compete clause within the labour law. Nevertheless, in the Czech Republic there was not always the same opinion on whether this contract between an employer and an employee is valid. Non-compete clauses are frequently included in many other European countries, nevertheless, in some countries are not included at all or are prohibited. This fact, i.e. that the non-compete clause is regulated in many foreign legal systems differently than in the Czech labour law, is one of the reasons why the author chose this topic of the thesis. Moreover, it is an institute of the labour law that is not harmonized by the European Union so we can find plenty of different legal regulations all over the Europe. We can say that non-compete clause is a dynamically developing element of the labour law. With regard to what was already written it is necessary...
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Non-competition clause
Šťastný, Kryštof ; Drápal, Ljubomír (advisor) ; Morávek, Jakub (referee)
TITLE: Non-competition clause AUTHOR: Kryštof Šťastný DEPARTMENT: Department of Labour Law and Social Security Law SUPERVISOR: JUDr. Ljubomír Drápal ABSTRACT: The aim of this thesis is to present a comprehensive description of the historical development of legal regulation of the non-competition clause from 1910 onwards, to point out the most important aspects of the current legal regulation, and to compare Czech legal regulation of this institute with its equivalent in German legal system. To achieve this aim, an analysis of the historical regulation of the non-competition clause is conducted and the positives and negatives of each regulation are presented. Emphasis is nevertheless put on the analysis of the present legal regulation of the non-competition clause in the Labour code. To put the Czech regulation of the non-competition clause into international context, a comparative analysis of Czech and German regulation is conducted, and the positives and negatives of the German regulation are assessed. The most important terms and concepts are introduced and defined in the first chapter to make their usage clear for the rest of the thesis. The second chapter is dedicated to the historical development of the regulation of the non-competition clause in the present-day Czech Republic. The historical...
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Non-competition clause
Božek, Michal ; Vysokajová, Margerita (advisor) ; Štangová, Věra (referee)
The aim of my thesis is to explain the meaning of the expression "non- competition clause" and to analyse its legal regulation in Czech labour law. The reason why I chose this topic is that non-competition clause is a very dynamic subject with a lot of changes in a historical point of view as you can see above. First of all, non-competition clause is an instrument of labour law which protects an employer against the abuse of the company's confidential information, knowledge and other know-how by the employee. According to the Czech legislation, non- competition clause means a voluntary agreement between employer and employee whose purpose is to protect employer's interests by reducing employee's job opportunities which would have a competitive character to the employer after the determination of an employment with the employee. There are several conditions need to be achieved in order to conclude a valid non- competition clause. For example, this contract needs to be agreed in writing. Secondly, the non-competition clause may be valid for only a certain period of time, not exceeding one year. Moreover, an employer is obliged to pay the employee some kind of a financial compensation every month. The amount of this compensation needs to be at least one average monthly salary of the employee. This...
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Contractual restriction of performance of other gainful activity of an employee
Štěpánová, Lucie ; Morávek, Jakub (advisor) ; Hůrka, Petr (referee)
Contractual restriction of performance of other gainful activity of an employee This thesis has three main purposes. The first purpose of this thesis is to analyse the non-competition clause in the Labour Code, which is the only means of contractual restriction of performance of other gainful activity of an employee. I also focus on identification of eventual problems that might occur when applying this legislation. The second purpose of this thesis is to compare selected questions concerning the non-competition clause in Czech and German law. The third purpose of this thesis is to present suggestions de lege ferenda and to propose amendments to the Labour Code. The thesis is divided into five main chapters. The first chapter is followed by the second chapter, which is subdivided into four subchapters. The first subchapter deals with the restriction of other gainful activity of an employee identical with the scope of business of the employer for the duration of employment. This restriction arises directly from the Labour Code. The second subchapter focuses on the restriction of business activities of the employees employed in public administration. The third and the fourth subchapter contain a general description of non-competition clause in the Labour Code and prohibited non-competition clause in...
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Non-competition Clause
Kopsová, Adéla ; Drápal, Ljubomír (advisor) ; Bělina, Miroslav (referee)
The aim of the thesis is to be a comprehensive analysis of the non-competition clause in Czech Labour law. The reason for my research is to examine the non-competition clause, compare and contrast its advantages and disadvantages and to make a conclusion, whether the current legislation meets the requirements of both contracting parties. The thesis is composed of four chapters, each of them dealing with different aspects of non-competition clause, its history and its current problems. Chapter One is introductory and describes the competition in general and in Labour law. The chapter is subdivided into two parts. Part One describes the difference between the competition during the employment relationship and after termination of the employment. Part Two describes the basic terminology and the current state of a non-competition clause. Chapter Two focuses on the history of the non-competition clause in our legislation and illustrates the evolution of such institute. This chapter is subdivided into three parts. Each of them focuses on a specific historical period in the evolution of the non-competition clause. Chapter Three examines non-competition clause in the recent legislative history and comprises of four parts. Part One contains the wording of a non-competition clause in the Labour law legislation...
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The Competition Clause within the Czech legal system featuring the Dutch labour law
Theunissen, Helena ; Pichrt, Jan (advisor) ; Hůrka, Petr (referee)
The Abstract The competition clause is an instrument of legal protection for an employer against the abuse of the company's confidential information and know-how from the side of an employee to whom this information was introduced in his labour relation. The first and major part of the thesis deals with the concept of the competition clause within the Czech legal system in general. It presents its history in the Czech (Czechoslovak) legislature from the beginning of 20th century to the present date. It tries to determine four different basic stages after each relevant amendment in the development of the legal institute of the competition clause after 1989: a. The absence of the concept in the Labour code until amendment No. 155/2000 Coll.. b. Labour Code after the amendment No. 155/2000 Coll. c. Labour Code after the amendment. No. 46/2004 Coll. d. And finally, the new Labour Code, introduced as act No. 262/2006 Coll. The thesis further analyses particular problems of contemporary legal regulation of the competition clause. It presents just introduced proposal of amendment to Labour Code expected to come into force by January 1st 2012. It also brings a brief summary of the position of this institute in business law, act. No. 513/1999 Coll. and in economic competition act. No. 143/2001 Coll. Marginal...
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Non-compete clauses and similar arrangements
Kozlová, Petra ; Tomšej, Jakub (advisor) ; Štefko, Martin (referee)
Non-compete clauses and similar arrangements This diploma thesis is concerned with contractual arrangements between the employee and the employer restricting the employee from a certain action after the termination of his employment with the employer. The aim of this thesis is to provide a comprehensive overview of non-compete clauses and similar arrangements in labour law, to define their shortcomings and to evaluate the current legal framework and the future applicability of such arrangements in the Czech labour law. The thesis mainly describes the institute of restrictive covenants, consisting of non-compete clauses, non-disclosure agreements and non-solicitation clauses, for which it often uses foreign legislation as sources of inspiration. In order to fulfil these goals, the thesis is divided into three chapters, which are subsequently divided into subchapters. The first chapter is devoted to the history and development of non-compete clauses in the Czech Republic. The subchapters are divided chronologically, with the essential part being devoted to the period from the establishment of the independent Czech Republic to the date of effectiveness of the current Labour Code. The regulation of the non-compete clause reflected in the Labour Code is examined in the second chapter of the diploma...
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Non-competition clause
Blažek, Adam ; Tomšej, Jakub (advisor) ; Morávek, Jakub (referee)
Non-competition clause Abstract This thesis deals with the institute of the non-competition clause. The main aim of this thesis is to describe this institute, evaluate how much is the current legislation corresponding to the 21st century's changes and whether it is still applicable in practice. In this work, the author is focusing not only on nowadays problems, but he is also considering historical problems, which he is examining and consequently also analysing properly. The author also offers the reader his solutions and considerations de lege ferenda with the aim of further good development of the competition clause as a functional and important institute of labour law. To achieve these goals, the author in the first part of this thesis gives a brief overview of the historical background of the ban on competitive conduct in the Czech lands, both during the period of employment and after its termination. In particular, the author focuses on the historical context of the emergence of a competition clause and its historical development where we can find an interesting historical paradox, as this institute often worked vividly in practice, despite the obvious outdated legislation at that time. The author wants to emphasize the important role of courts and judges in the development of the competition clause,...
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