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Influential person
Vohralík, Marek ; Pelikán, Robert (advisor) ; Černá, Stanislava (referee)
Influential person Abstract The thesis Influential Person deals with the meaning of the rule contained in the regulation of business groups under the Companies Act, although the author does not consider this systematic classification to be correct. The thesis begins by discussing the meaning of the rule from the perspective of protecting the very legal personality of the business corporation, since, as he shows, the fulfillment of the act of influencing constitutes a failure of the very elementary rules on which the construction of the legal personality of the business corporation is built on. It also points to new phenomena in the law of business corporations that are closely related to the law of business groups, such as rational apathy or single-member corporations. Indeed, these phenomena are closely related to the law of business groups and, as in the case of affectation, have the effect of weakening the business corporation as a separate legal entity. The second part of the thesis is devoted to the sources of the regulation of influence. Here the author discusses the most important continental approaches, be it German concern law, the French concept of Rosenblum or partial adjustments within the framework of community law, but also Anglo-American doctrine. All of these have influenced domestic law to...
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Influential person
Žůrek, Miloš ; Pelikán, Robert (advisor) ; Eichlerová, Kateřina (referee)
Influential person Abstract This diploma thesis deals with the status of an influential person and the legal consequences the act No. 90/2012 Coll., on Commercial Companies and Cooperatives (Business Corporations Act) associates with the fulfillment of the subject matter of interference and applies not only to the influential person but also to the influenced person, its shareholders, members of the board of directors and creditors of the influenced person. The diploma thesis is divided into three chapters. The first chapter presents the reasons for associating companies into business groups and explains differences of interference from the control and concern. The second chapter analyzes particular elements of subject matter of interference. Subsequently, this chapter answers the question of who can be considered as an influential person, who cannot be an influential person and whom the influential person can interference. The third chapter, which is given the most space in the diploma thesis, examines the most significant legal consequences of interference having direct impact on the rights and obligatios of the influential person. This chapter is mainly researching the obligation of an influential person to compensate influenced person for the harm caused by the interference and the conditions for its...
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De facto and shadow director as (at the same time) an influential person
Thiemel, Marko ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
and keywords De facto and shadow director as (at the same time) an influential person The subject of this thesis are de facto and shadow directors as (at the same time) an influential person. The main aim of this thesis is to answer the question whether a de facto member of the statutory body can be an influential person at the same time. However, the text of the thesis raises several questions that are closely related to the issue of the liability regime of de facto and shadow directors. The thesis answers all the questions raised and reaches its solution. As there is yet a minimum of sources and case law on the subject, this thesis can make a useful contribution to the professional debate. This thesis consists of an introduction, five chapters and a conclusion, progressing in form from the older to the newer. However, the first chapter first analyses the institutes of the de facto director and shadow director in the United Kingdom, the findings from this chapter are then used throughout the thesis. The focus is primarily on the case law developments there. The second chapter is already from the Czech environment, and I see it as important to understand the context and development of the new legal regulation of de facto and shadow directors. It discusses the regulation of de facto directors and...
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Status of influential person in a business grouping other than group of companies taking into account British legal regulation
Koenigová, Terezie ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
in English This diploma thesis deals with the field of commercial law concerning corporate groups. It focuses mainly on the influential person and its position and the emphasis is on the influence exercised and the consequences that the performance may cause. A substantial part of the thesis is devoted to the tools available to a person influenced and creditors in cases where the consequences foreseen by law are caused. The second part of the thesis deals with the same issue, but in terms of the legal order of the Great Britain. There is no regulation of this area of corporate law conceived as comprehensively as it is in the legal framework of the Czech Republic. The diploma thesis therefore focuses on the individual provisions of various legal regulations, which in this context protect the influenced/ subsidiary companies and their creditors. The final part is devoted to the comparison of both legal systems with the emphasis on comparing similar legal provisions as well as issues that are not regulated in the Czech legal framework. By comparison, I conclude that the Czech legislation provides a more suitable environment for the status of an influential person, the functioning of corporate groups, the protection of persons influenced and their creditors.
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Influential person
Čaladi, Tereza ; Pelikán, Robert (advisor) ; Černá, Stanislava (referee)
Influential person Abstract The theme of this thesis is a legal understanding of the term 'influential person' which entered the Czech legal system due to significant changes in private law, especially when the Act no. 90/2012 Coll., on Business Corporations and Cooperatives and the Act no. 89/2012 Coll., Civil code came into effect. The thesis is primarily focused on identifying and analyzing the particularities of the term, its contribution to the law of business corporations and also its use in legal practice. The thesis relies on the methodology of analyzing the valid legal enactment of influence in comparison to its evolution, legal practice and scholarly literature. The thesis is divided into five chapters in total. The first chapter introduces the term corporate group as a sign of economic concentration, and subsequently the specifics and forms of corporate groups are being discussed. The next part briefly describes the evolution and basic scheme of legal enactment of corporate groups in the Czech Republic, especially the changes in the Act no. 513/1991 Coll., Commercial code and the local sources involved in the enactment. Furthermore it also explores the legal enactment of corporate groups according to the European Union. The third chapter deals with the valid legal enactment of influence according...
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Statutory Secondary Liability in the Law of the Limited Companies
Vrba, Milan ; Černá, Stanislava (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
Particular cases of statutory secondary liability in the law of limited companies are relatively frequent. Forasmuch as a publication providing comprehensive analysis of the subject matter is still missing, the aim of the thesis is to offer thorough treatise of the issue in its whole broadness. The first chapter analyses the secondary liability as the institution of the general law of obligations. Fundamental features of the secondary liability are pointed out and respective rights and duties of the relevant parties are outlined. The issue of subrogation, joint secondary liability, termination of the secondary liability and statutory bar of the rights arising therefrom are discussed. The second chapter deals with the statutory secondary liability of the members (shareholders) of the limited companies. The thesis shows that both debts and claims of company may be subject to secondary liability of its shareholders. The third chapter focuses on the statutory secondary liability of the members of company bodies (directors). Besides primary liability for the harm caused, the company law punishes the director's failure to observe his or her duties by means of secondary liability for the company's debts as well. Particular cases are critically analysed. The fourth chapter concentrates on the statutory...
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