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Domestic mergers of business corporations : Agency problems and methods of their elimination
Chovanec, Ondřej ; Josková, Lucie (referee)
Strana 123 | 128 ABSTRACT DOMESTIC MERGERS OF BUSINESS CORPORATIONS: Agency problems and methods of their elimination The present rigorosum thesis looks into the so-called agency problems and the ways to eliminate them within the specific field of domestic mergers of business corporations. In the first part, we explain from the general economic and corporate- law perspective what the main defining features of business corporations are, what we understand under the term of agency problems and why they regularly come up in corporate governance. In addition, we introduce the basic regulatory and extra- regulatory ways of solving such agency problems. The second part outlines the mergers of business corporations and their principal mechanisms. Thereafter the following two parts of this thesis demonstrate on specific examples, what regulatory methods and strategies for elimination of agency problems were deployed by the Czech legislator in the Act no. 125/2008 Coll., on Transformations of Business Companies and Cooperatives, as amended (the "Transformations Act"). The Transformations Act clearly pays attention to means on protection of minority and dissenting shareholders and to a lesser extent also to creditors. This fact is reflected in the structure of this rigorosum thesis, whose third part is devoted to the...
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Selected legal issues of corporate governance in the Czech Republic
Filip, Václav
The thesis is divided into several parts. The first part contains categorization of corporate governance systems and their fundamental characteristics. Author divides them according to criteria of the ownership structure and organizational structure and considers the influence of the corporate governance system to the protection of shareholders and the value of their shares. In the next part identifies three basic types of agency problems and discusses market and legal instruments that might reduce these problems. In conclusion, this chapter deals with the modern trend of regulation of quoted companies that are codices of corporate governance. The third, fourth and fifth part are the key parts with respect to analysis of domestic legal regulation. In the third part is the main focus given to the legal regulation of providing information to investors and shareholders. The field of transparency of joint-stock companies is the mostly regulated part by the European law regulation that was massively changed and lead to the strong modification of local laws regulation of new member states of the European Union including the Czech Republic as well as the developed founding members. In the fourth part is analyzed organizational structure of the quoted company with respect to the distribution of the powers between...
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Domestic mergers of business corporations : Agency problems and methods of their elimination
Chovanec, Ondřej ; Josková, Lucie (referee)
Strana 123 | 128 ABSTRACT DOMESTIC MERGERS OF BUSINESS CORPORATIONS: Agency problems and methods of their elimination The present rigorosum thesis looks into the so-called agency problems and the ways to eliminate them within the specific field of domestic mergers of business corporations. In the first part, we explain from the general economic and corporate- law perspective what the main defining features of business corporations are, what we understand under the term of agency problems and why they regularly come up in corporate governance. In addition, we introduce the basic regulatory and extra- regulatory ways of solving such agency problems. The second part outlines the mergers of business corporations and their principal mechanisms. Thereafter the following two parts of this thesis demonstrate on specific examples, what regulatory methods and strategies for elimination of agency problems were deployed by the Czech legislator in the Act no. 125/2008 Coll., on Transformations of Business Companies and Cooperatives, as amended (the "Transformations Act"). The Transformations Act clearly pays attention to means on protection of minority and dissenting shareholders and to a lesser extent also to creditors. This fact is reflected in the structure of this rigorosum thesis, whose third part is devoted to the...
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