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Business management of a limited company
Kaňa, David ; Tomášek, Petr (advisor) ; Hurychová, Klára (referee)
The main purpose of this thesis is to describe and analyze the concept of business management the Czech legislator works with, but does not deal with its definition. For this purpose, case-law and doctrinal contributions are analyzed, including the foreign regulation, which is a suitable addition to interpretation, as the Czech legislator was inspired by it. Partial differences of limited liability and joint-stock companies are also taken into account. At the beginning, the author discusses the content of parts of the work, its purpose and unifies the terms used. In the first part, the author describes the positive and negative definition of the concept of business management. Judicial and doctrinal sources desrcibe this as a regular decision-making activity about the company's business activities, affecting the daily operation of the business establishment. On the contrary, they conclude that business management does not include, for example, strategic management. The author also does not consider bookkeeping to be part of business management. The second part deals with business management decisions. The competence of decision- making bodies regarding business management is described, dealing with a limited liability company and a joint-stock company seperately. Also the differences between...
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Business management of a capital company
Kučera, Matěj ; Tomášek, Petr (advisor) ; Čech, Petr (referee)
1 Abstract Business management of a capital company This thesis deals with the business management of a capital company. This thesis summarizes applicable legislation and conclusions of legal theory. Conclusions of legal theory are calssified in the structure of the thesis and provide complex description of the business management of a capital company. This thesis summarizes court decisions and classifies them in the structure of the thesis. The thesis summarizes and describe important conclusions of legal theory and court decisions, deals with their evolution and identifies and provides interpretation for contradictions. The first chapter deals with theoretical definition of the business management, position of the business management in the structure of a capital company, strategic decisions, common decisions, decisions in relation to a capital company and differentiation of those decisions from the business management. Further the thesis in this chapter deals with definitions of the business management provided by courts and with specific decisions and actions assessed as the business management by court decisions. Of these decisions, most space is devoted to financing of a capital company. The second chapter deals with ability to give instructions to the business management and issues related to who has...
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Simultaneous performance of employment and directionship
Tomšej, Jakub ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
The objective of this thesis is to analyse implications of simultaneous performance of directorship and employment. The division of the relationship between a company and its manager into two different legal relations, governed by different fields of law (employment and commercial law) is a common practice in the Czech business environment. Despite of this, it is contrary to the Czech Supreme Court case law. Therefore, my research is aimed at verifying the "no simultaneous performance of functions" principle and summarising its legal and practical implications. Another goal of the paper is to analyse the contemplated bill to amend the Commercial Code which is currently subject to political discussions at the Lower Chamber of the Czech Parliament as well as to investigate its implications for the subjects of law. The thesis consists of three chapters, which do correspond to the main goals of the thesis, as stipulated in the Introduction. Chapter One is introductory and defines legal instruments that are material for the conclusions of the thesis. It summarises main legal differences between employment and directorship. Chapter Two is divided into five parts, each of them approaching the "no simultaneous performance of functions" principle from a different viewpoint. The first part examines relevant Czech...
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Decision-making by the statutory body in therelation to the capital company's internal affairs
Tomášek, Petr ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee) ; Horáček, Vít (referee)
Decision-making by the statutory body in the relation to the capital company's internal affairs Abstract This dissertation considers the issue of decision-making by the statutory body in relation to the internal affairs of a capital company. The second chapter analyses existing case law concerning the concept of business management and compares it with doctrinal sources. In this context, business management is distinguished from other areas of responsibility the statutory body has in relation to the company's internal affairs. It also assesses to what extent the designation of business management as an internal branch of power is truly appropriate. The subsequent chapter discusses the competencies of the general meeting which directly affect the area of making business decisions; namely the amendment of articles of association, the approval of substantial property transactions and the power of general meeting to lay down the basic principles of how the business is managed. The fourth chapter is about the boundaries arising from the very notion of business management as compared to doctrinal sources and the practice of the courts. It draws conclusions from own research as well. In the fifth part of the dissertation, the process of decision-making in regard to business management is analysed. In particular it...
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Decision-making by the statutory body in the relation to the capital company's internal affairs
Tomášek, Petr ; Josková, Lucie (referee)
Decision-making by the statutory body in the relation to the capital company's internal affairs Abstract This dissertation considers the issue of decision-making by the statutory body in relation to the internal affairs of a capital company. The second chapter analyses existing case law concerning the concept of business management and compares it with doctrinal sources. In this context, business management is distinguished from other areas of responsibility the statutory body has in relation to the company's internal affairs. It also assesses to what extent the designation of business management as an internal branch of power is truly appropriate. The subsequent chapter discusses the competencies of the general meeting which directly affect the area of making business decisions; namely the amendment of articles of association, the approval of substantial property transactions and the power of general meeting to lay down the basic principles of how the business is managed. The fourth chapter is about the boundaries arising from the very notion of business management as compared to doctrinal sources and the practice of the courts. It draws conclusions from own research as well. In the fifth part of the dissertation, the process of decision-making in regard to business management is analysed. In particular it...
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Concurrence of membership in the governing body of a limited company and employment in the same company
Liška, Štěpán ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
Concurrence of membership in the governing body of a limited company and employment in the same company The purpose of this master thesis is to provide comprehensive answer to the question of the admissibility of the concurrence of the function of a member of the statutory body of a capital trading company and employment relationship with the same company (concurrence of functions), especially with regard to the change of legislation brought by the recodification of private law effective from 2014. With the concurrence of functions, it is necessary to distinguish between situations where the subject of the employment relationship are actions falling within the competence of the statutory body (identical concurrence) and when the subject of the employment relationship are other actions (non-identical concurrence). The question of the concurrence of functions is a frequently discussed topic. That is mainly for the reason that many companies have established relationships with members of their statutory body in this manner. The area of the concurrence of functions was in the past and still is insufficiently statutory regulated. Most of the rules in this area are, therefore, inferred by case-law. The thesis is divided into six chapters. In the first part of the thesis, the basic theoretical concepts...
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Decision-making by the statutory body in the relation to the capital company's internal affairs
Tomášek, Petr ; Josková, Lucie (referee)
Decision-making by the statutory body in the relation to the capital company's internal affairs Abstract This dissertation considers the issue of decision-making by the statutory body in relation to the internal affairs of a capital company. The second chapter analyses existing case law concerning the concept of business management and compares it with doctrinal sources. In this context, business management is distinguished from other areas of responsibility the statutory body has in relation to the company's internal affairs. It also assesses to what extent the designation of business management as an internal branch of power is truly appropriate. The subsequent chapter discusses the competencies of the general meeting which directly affect the area of making business decisions; namely the amendment of articles of association, the approval of substantial property transactions and the power of general meeting to lay down the basic principles of how the business is managed. The fourth chapter is about the boundaries arising from the very notion of business management as compared to doctrinal sources and the practice of the courts. It draws conclusions from own research as well. In the fifth part of the dissertation, the process of decision-making in regard to business management is analysed. In particular it...
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Decision-making by the statutory body in the relation to the capital company's internal affairs
Tomášek, Petr ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee) ; Horáček, Vít (referee)
Decision-making by the statutory body in the relation to the capital company's internal affairs Abstract This dissertation considers the issue of decision-making by the statutory body in relation to the internal affairs of a capital company. The second chapter analyses existing case law concerning the concept of business management and compares it with doctrinal sources. In this context, business management is distinguished from other areas of responsibility the statutory body has in relation to the company's internal affairs. It also assesses to what extent the designation of business management as an internal branch of power is truly appropriate. The subsequent chapter discusses the competencies of the general meeting which directly affect the area of making business decisions; namely the amendment of articles of association, the approval of substantial property transactions and the power of general meeting to lay down the basic principles of how the business is managed. The fourth chapter is about the boundaries arising from the very notion of business management as compared to doctrinal sources and the practice of the courts. It draws conclusions from own research as well. In the fifth part of the dissertation, the process of decision-making in regard to business management is analysed. In particular it...
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Monistic organizational structure of a Czech joint-stock company after recodification of private law
Koprnický, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Monistic organizational structure of a Czech join-stock company after recodification of private law Traditionally, the only board structure available for national joint-stock companies under the laws of the Czech Republic was two-tier model based on strict division of corporate governance functions between two separate boards. With the effect as of January 1st 2014, new Business Corporations Act no. 90/2012 Coll. ("Act") has introduced alternative statutory framework for one-tier board structure for join-stock companies which have its seat in the Czech Republic and thus are governed by the Czech laws. The Act made it possible for shareholders to choose between both models of board structures as what they deemed would fit best the purpose of their business. In this narrow sense the addition may have been looked at as praiseworthy. However the imperfect implementation of one-tier model of corporate governance into Czech law has raised serious interpretational issues which may effectively render this model unacceptable for adoption because the division of powers between the board of directors and general manager remains unclear. The main purpose of my thesis is to address this issue by clarifying the scope of powers which are vested by the law in the board of directors and general manager of the...
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Business management of a limited liability and join-stock company after recodification of Czech private law
Tomášek, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The objective of this thesis is to explain the business management of a capital company after of the recodification of Czech private law. Due to the re-codification it is necessary to highlight the most important changes related to the new legislation, point out the problems of interpretation and outline possible solutions. Attention is also paid to the applicability of existing judicial decisions. This thesis consists of six chapters. The first chapter deals with the general organizational structure of companies. Its content is so a brief explanation of the various organs and their competences. Omitted is not even a brief explanation of the division of competences between the various organs of the company. In the second chapter of the thesis the term of business management is being discussed. Also interpreted are the specific decisions included in this term and those that are not. Business management is also distinguished from acting on behalf of a company, which may in some cases follow the decisions. Very brief attention is payed to German legislation too. The third chapter details the way business management decisions are taken. Distinguished is a decision making in a limited liability company and joint-stock company, both monistic and dualistic structures. The fourth chapter deals with the...
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