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The rule of neutrality of target company governing body in EU from the perspective of corporate governance
Weisser, Adam ; Hurychová, Klára (advisor) ; Josková, Lucie (referee)
The rule of neutrality of target company governing body in EU from the perspective of corporate governance Abstract The subject of this thesis is a legal analysis of the neutrality rule from the corporate governance perspective in the context of the EU harmonisation of the legal regulation of takeover bids. The main research question is whether the neutrality rule is a justified and appropriate instrument to regulate corporate governance problems associated with takeover bids and, simultaneously, to what extent the harmonisation of the neutrality rule in the EU is necessary. The first chapter discusses corporate governance issues in the context of takeover bids in general, focusing on problems arising from the authority of the governing body of the target company to adopt takeover defences against a takeover bid. In this context, broader questions of the regulation and harmonisation of takeover bids in the EU are also discussed. The subject of the second chapter is a legal analysis of the neutrality rule in the Takeover Bids Directive. In particular, attention is dedicated to the transposition and application mechanism of the neutrality rule under the Takeover Bids Directive and the assessment of the fulfilment of its harmonisation objective with regard to the neutrality rule. A partial conclusion is that...
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Specificity of the Anglo-Saxon and continental understanding of corporate governance
Balounová, Hana ; Borkovec, Aleš (advisor) ; Hraba, Zdeněk (referee)
The specificity of the anglo-saxon and continental understanding of corporate governance The goal of my thesis is to characterise specifics of anglo-saxon and continental corporporate governance with regard to the different historic background, capital markets` development degree, theoretical issues, shareholder structure, methods of investment funding and the organizational structure models in both of these legal cultures. The scope of the research is focused only on comparison of two systems and concepts of the corporate governance rather than overall description and analysis of its every single aspect. Second part of this paper is dedicated to the takeover bids issue, as one of the external aspects of corporate governance. Subchapter 1.1 is introductory and endeavours to define the concept of corporate governance. Subchapter 1.2 examines the history and first ocuurence of the corporate governance issues that is very closely connected to the so called "separation of ownership and control" phenomenon. As far as the relationship between shareholders and management of the company is concerned, subchapter 1.3 deals with the agency problem in relation with its costs. The comparison of shareholder structure and company funding method is the core question of the subchapter 1.4. Following part describes...
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Specificity of the Anglo-Saxon and continental understanding of corporate governance
Balounová, Hana ; Borkovec, Aleš (advisor) ; Hraba, Zdeněk (referee)
The specificity of the anglo-saxon and continental understanding of corporate governance The goal of my thesis is to characterise specifics of anglo-saxon and continental corporporate governance with regard to the different historic background, capital markets` development degree, theoretical issues, shareholder structure, methods of investment funding and the organizational structure models in both of these legal cultures. The scope of the research is focused only on comparison of two systems and concepts of the corporate governance rather than overall description and analysis of its every single aspect. Second part of this paper is dedicated to the takeover bids issue, as one of the external aspects of corporate governance. Subchapter 1.1 is introductory and endeavours to define the concept of corporate governance. Subchapter 1.2 examines the history and first ocuurence of the corporate governance issues that is very closely connected to the so called "separation of ownership and control" phenomenon. As far as the relationship between shareholders and management of the company is concerned, subchapter 1.3 deals with the agency problem in relation with its costs. The comparison of shareholder structure and company funding method is the core question of the subchapter 1.4. Following part describes...
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