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Shareholder derivative suit
Šimara, Jan ; Flídr, Jan (advisor) ; Josková, Lucie (referee)
-1- Shareholder derivative suit Abstract This thesis concerns itself with the topic of derivative suits and shareholder derivative suits in particular. In the ever-changing landscape of corporate governance, derivative suits serve as a tool for the minority shareholder to enforce claims, which arise following a breach of duty by the directors in the case that the company itself is paralyzed by the directors' unwillingness to litigate. The core of the issue at hand lies in striking the balance between enhancing shareholder and company rights and allowing the directors to perform their duties without too much impediment and thus stifling the prosperity of the corporation. In such cases, the very goal which all business companies intend to pursue, the generation of profit, may be jeopardized. The hypothesis of this thesis seeks to answer the question, whether the Czech regime of shareholder derivative suits is suitably positioned to match the relevant provisions, contained in some of the countries with the most advanced corporate governance systems. To confirm or deny this hypothesis, the first section of this thesis puts forth a general summarization of the derivative suit in its basic form. The next step examines the historical evolution of the derivative suit within the two countries in which the concept of...
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Protection of minority shareholders after the recodification of Czech private law
Kolesár, Rastislav ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Protection of minority shareholders after the recodification of Czech private law This thesis is concerned with the instruments designated for protection of minority shareholders, their reasons and aims. The thesis critically assesses Czech legislation concerning the protection of minority shareholders, with the focus on new instruments and interpretation ambiguities and having regard to the opinions of professional public. After assessing the opinions of professional public, the author presents his own view on interpretation ambiguities. The thesis is systematically divided into seven chapters. Chapter One includes general terminology definitions. Terms shareholder, Czech public limited company, minority shareholder and qualified shareholder are explained. The term of protection of minority shareholders is explained here as well. Chapter Two includes general summary of the legislation concerned with protection of minority shareholders. The chapter divided according to the individual legal areas containing the protection. It includes complex outline of minority shareholder rights, with regard to their reasons and aims. Chapter Three includes detailed view and justification of use of correspondence voting, the instrument of attendance of general meetings by technological means, and cumulative...
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Action filed by company member
Trtková, Veronika ; Josková, Lucie (advisor) ; Štenglová, Ivanka (referee)
Action filed by Company Member Diploma thesis Action filed by Company Member is focused on analysis of the problematic areas concerning action by a member followed by a suggestion of possible solutions to such issues. The thesis is also focused on alternative mechanisms inside the company and consideration concerning the (non-)usage of the institute in practice. The first chapter defines the nature and objectives of the action by a member. Subsequently concrete types of occurrence are briefly defined and the institute is put into historic connection with the rules stated in Act No. 513/1991 Coll., the Commercial Code. The second chapter focuses on analysis of the main problematic areas of the institute. The thesis focuses on problems concerning active legitimation and its consequences when it is lost during the proceedings. Chapter also deals with the issues concerning representation of the company during the proceedings and the loss of the right to represent the company. The duty to pay judicial fees and expenses of the legal representation (attorney's expenses) or the issues concerning limitation period are also important. The chapter discusses the influence of the reflective loss, which is stated in Section 213 of the Act No. 89/2012 Coll., the Civil Code. The third chapter deals with the...
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Protection of minority shareholders after the recodification of Czech private law
Kolesár, Rastislav ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Protection of minority shareholders after the recodification of Czech private law This thesis is concerned with the instruments designated for protection of minority shareholders, their reasons and aims. The thesis critically assesses Czech legislation concerning the protection of minority shareholders, with the focus on new instruments and interpretation ambiguities and having regard to the opinions of professional public. After assessing the opinions of professional public, the author presents his own view on interpretation ambiguities. The thesis is systematically divided into seven chapters. Chapter One includes general terminology definitions. Terms shareholder, Czech public limited company, minority shareholder and qualified shareholder are explained. The term of protection of minority shareholders is explained here as well. Chapter Two includes general summary of the legislation concerned with protection of minority shareholders. The chapter divided according to the individual legal areas containing the protection. It includes complex outline of minority shareholder rights, with regard to their reasons and aims. Chapter Three includes detailed view and justification of use of correspondence voting, the instrument of attendance of general meetings by technological means, and cumulative...
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