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Duty of Due Managerial Care in Corporate Law
Petržela, Karel ; Tomášek, Petr (referee)
Duty of Due Managerial Care in Corporate Law Abstract All members of elected corporate bodies are bound by duty of due managerial care. Precise understanding of the content of this elementary obligation is required for legal certainty of those persons, who accept the position of memer of an elected corporate body. This work aims to explain context and historical, economic and legal background of the current duty of due managerial care in corporate law, compare its content with that of comparable duties in selected foreign jurisdictions, review and assess the assumed content of this duty under Czech law having regard to such comparable duties, and to analyze selected consequences and implications of breach of such duty under Czech law. This work reflects on the legal framework in effect as of 28 February 2022 and takes into account also the amendment to the Corporations Act implemented by Act No. 33/2020 Coll. The work is organized into eight chapters (including introduction and conclusion). The research questions are being addressed in chapters 2 through 7 where chapters 2 through 4 are considered key. The second chapter is dedicated to the context, in which the duty of due managerial care exists under Czech law, in particular the historical and economic bacground, and also to general terms and concepts,...
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Duty of Due Managerial Care in Corporate Law
Petržela, Karel ; Štenglová, Ivanka (advisor) ; Eichlerová, Kateřina (referee) ; Havel, Bohumil (referee)
Duty of Due Managerial Care in Corporate Law Abstract All members of elected corporate bodies are bound by duty of due managerial care. Precise understanding of the content of this elementary obligation is required for legal certainty of those persons, who accept the position of memer of an elected corporate body. This work aims to explain context and historical, economic and legal background of the current duty of due managerial care in corporate law, compare its content with that of comparable duties in selected foreign jurisdictions, review and assess the assumed content of this duty under Czech law having regard to such comparable duties, and to analyze selected consequences and implications of breach of such duty under Czech law. This work reflects on the legal framework in effect as of 28 February 2022 and takes into account also the amendment to the Corporations Act implemented by Act No. 33/2020 Coll. The work is organized into eight chapters (including introduction and conclusion). The research questions are being addressed in chapters 2 through 7 where chapters 2 through 4 are considered key. The second chapter is dedicated to the context, in which the duty of due managerial care exists under Czech law, in particular the historical and economic bacground, and also to general terms and concepts,...
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Duty of due managerial care of memeber of an elective body of a limited company
Černý, Pavol ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
IN ENGLISH The purpose of this paper is to analyse all segments of the duty of due managerial care of member of an elective body of a limited company and propose de lege ferenda approach to segments of the duty. Another goal of this master's thesis was to examine new business judgment rule and present an alternative British model of the rule. To provide a comparative approach the paper utilizes the British company law approach. The first chapter introduces the origin of the duty of due managerial care, in particular its roots in Roman law and Austrian civil code. The second chapter is divided into five subchapters. The first subchapter highlights the recent changes to the duty of due managerial care after recodification of private law. The second subchapter examines duty of care as one of two integral parts of the duty of due managerial care. Firstly, it analyzes the quality of care expected of directors. Secondly, it focuses on the test for determination of necessary standard of care. Thirdly, following a critical examination of the test for determination of a standard of care, the paper suggests de lege ferenda test of due care. Finally, the first subchapter considers the British duty of care, skill and diligence. The third subchapter covers the duty of loyalty including duties derived from it...
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