|
|
By-Laws of a Joint-Stock Company
Hájek, Tomáš ; Liška, Petr (advisor) ; Hurychová, Klára (referee)
By-Laws of a Joint-Stock Company Abstract The diploma thesis on the topic of By-Laws of a Joint-Stock Company aims to summarize and analyze in detail all the existing theoretical knowledge and legislation relating to the by-laws of the joint stock company and then apply this knowledge in practice in the analysis of specific by-laws. The work is divided into five chapters. The first chapter deals with the legal nature of the by-laws, their interpretation, their form including issues of non-compliance, issues of conflict with the law and its consequences, and obligations regarding the publication of by-laws and obligations arising from special acts. The second chapter deals with issues of amendments to the by-laws. All possibilities of amending the by-laws are discussed, whether they result from the will of the shareholders or are the result of some other legal facts. Attention is also paid to the effectiveness of the amendments to the by-laws and a one-time breakthrough into them. The third chapter discusses the requirements of the company's by-laws. The individual mandatory requirements arising from the Civil Code and the Business Corporations Act are described in separate subsections. There is also a treatise on optional requirements. Some specific optional requirements are discussed in the by-laws of the...
|
|
|
Freedom of contract and its limitations in incorporating juridical acts of capital companies
Aranyossyová, Markéta ; Tomášek, Petr (advisor) ; Černá, Stanislava (referee)
Freedom of contract and its limitations in incorporating juridical acts of capital companies Abstract The thesis on subject of Freedom of contract and its limitations in incorporating juridical acts of capital companies s is divided into two parts, general and special part. General part of this thesis focuses mainly on general limitations of freedom of contract in contract law. Freedom of contract is one of the primary principles of private law. Generally, the manifestation of freedom of contract on the constitutional level is the principle that allows to deviate from a statute with a juridical act unless it is forbidden by law. This core rule of freedom of contract in private law is stated in the provision sec. 1 (2) of Civil Code: "Unless expressly prohibited by a statute, persons can stipulate rights and duties by way of exclusion from a statute". In this provision we can also find the main limitations of freedom of contract: explicit prohibition in a statute, prohibition of stipulations contrary to good morals, public order or the law concerning the status of persons, including the right to protection of personality rights. Due to the main principles of private law (the principle of the autonomy of will and freedom of contract) private legal rules are generally considered to be directory. The legislator...
|
|
|
The memorandum of association (deed of incorporation and by-laws of a joint-stock company)
Karásek, Radim ; Štenglová, Ivanka (advisor) ; Čech, Petr (referee)
in English The thesis analyzes memorandum of association and by-laws of a joint-stock company, from both general point of view as well as from the point of their required particular informations. The part concerning general point of view describes and evaluates memorandum of association as document incorporating a joint-stock company, it is described what role is performed by this document throught the whole process of incorporation of a joint-stock stock company and what role is assigned to this document after the company has been established. The part concerning general point of view then covers the by-laws as a document which is a basic norm for functioning of a particular joint-stock company. The functions of a by-laws in relation to the chosen subjects are described and evaluated. The two general parts are connected through the tract about the relation between a memorandum of association and by- laws, where the relation is evaluated and the role and significance of the two documents is compared. The other part of the thesis concerns itself with particular required informations, every one of the information describes and evalutes relevant legal regulation which is confronted with the opinions contained in the scientific literature, in the court decisions and my opinions. Eeach required...
|
guest ::
