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Non-competition clause in M&A transactions from the perspective of Competition Law
Pavlík, Filip ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
The presented thesis with a title "Non-competition clauses in M&A transactions from the perspective of Competition Law" aims to comprehensively analyse the question of conclusion of non-competition clauses with emphasis on the context of M&A transactions and the reasons for their conclusion. The main contribution of this thesis is to provide a comprehensive overview of the conditions of validity of non-competition clauses when these are observed, it is possible to consider the non-competition clause as agreed between the parties of the relevant M&A transaction as justified and proportionate, with a minimum risk of such clause being revoked. In the first chapter, I am dealing with the concept of M&A transactions, individual types of M&A transactions and their division. At the end of this chapter, the importance of the non- competition clauses is outlined with reasons why they are concluded within M&A transactions. In the second chapter, I have focused on the general characteristics of competition and prohibition of competition. This chapter also deals with the non-competition clauses themselves in M&A transactions and the adjustment of these clauses in accordance with the Commission Notice on restrictions directly related and necessary to concentrations (2005/C 56/03). The third chapter deals with...
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Non-competition clause in M&A transactions from the perspecitve of Competiton Law
Pavlík, Filip ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
The presented thesis with a title "Non-competition clauses in M&A transactions from the perspective of Competition Law" aims to comprehensively analyse the content and the question of conclusion of non-competition clauses with emphasis on the context of M&A transactions and the reasons for their conclusion. The main contribution of this thesis is to provide a comprehensive overview of the conditions of validity of non-competition clauses when these are observed, it is possible to consider the non-competition clause as agreed between the parties of the relevant M&A transaction as justified and proportionate, with a minimum risk of such clause being revoked and also provide a practical perspective on the matter of their negotiation based on an analysis of a representative sample of completed transactions. In the first chapter, first, I am briefly dealing with the general definition of competition, and subsequently with the concept of non-competition clause, its impact on competition and where it can be found in practice. The second chapter deals with a summary of the most important European and Czech legal regulation on non-competition clauses and Commission soft-law. In chapter three, I am dealing with the concept of M&A transactions, the reasons for making them and their division. In the second...
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Non-competition clause
Šťastný, Kryštof ; Drápal, Ljubomír (advisor) ; Morávek, Jakub (referee)
TITLE: Non-competition clause AUTHOR: Kryštof Šťastný DEPARTMENT: Department of Labour Law and Social Security Law SUPERVISOR: JUDr. Ljubomír Drápal ABSTRACT: The aim of this thesis is to present a comprehensive description of the historical development of legal regulation of the non-competition clause from 1910 onwards, to point out the most important aspects of the current legal regulation, and to compare Czech legal regulation of this institute with its equivalent in German legal system. To achieve this aim, an analysis of the historical regulation of the non-competition clause is conducted and the positives and negatives of each regulation are presented. Emphasis is nevertheless put on the analysis of the present legal regulation of the non-competition clause in the Labour code. To put the Czech regulation of the non-competition clause into international context, a comparative analysis of Czech and German regulation is conducted, and the positives and negatives of the German regulation are assessed. The most important terms and concepts are introduced and defined in the first chapter to make their usage clear for the rest of the thesis. The second chapter is dedicated to the historical development of the regulation of the non-competition clause in the present-day Czech Republic. The historical...
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Non-competition clause
Božek, Michal ; Vysokajová, Margerita (advisor) ; Štangová, Věra (referee)
The aim of my thesis is to explain the meaning of the expression "non- competition clause" and to analyse its legal regulation in Czech labour law. The reason why I chose this topic is that non-competition clause is a very dynamic subject with a lot of changes in a historical point of view as you can see above. First of all, non-competition clause is an instrument of labour law which protects an employer against the abuse of the company's confidential information, knowledge and other know-how by the employee. According to the Czech legislation, non- competition clause means a voluntary agreement between employer and employee whose purpose is to protect employer's interests by reducing employee's job opportunities which would have a competitive character to the employer after the determination of an employment with the employee. There are several conditions need to be achieved in order to conclude a valid non- competition clause. For example, this contract needs to be agreed in writing. Secondly, the non-competition clause may be valid for only a certain period of time, not exceeding one year. Moreover, an employer is obliged to pay the employee some kind of a financial compensation every month. The amount of this compensation needs to be at least one average monthly salary of the employee. This...
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Contractual restriction of performance of other gainful activity of an employee
Štěpánová, Lucie ; Morávek, Jakub (advisor) ; Hůrka, Petr (referee)
Contractual restriction of performance of other gainful activity of an employee This thesis has three main purposes. The first purpose of this thesis is to analyse the non-competition clause in the Labour Code, which is the only means of contractual restriction of performance of other gainful activity of an employee. I also focus on identification of eventual problems that might occur when applying this legislation. The second purpose of this thesis is to compare selected questions concerning the non-competition clause in Czech and German law. The third purpose of this thesis is to present suggestions de lege ferenda and to propose amendments to the Labour Code. The thesis is divided into five main chapters. The first chapter is followed by the second chapter, which is subdivided into four subchapters. The first subchapter deals with the restriction of other gainful activity of an employee identical with the scope of business of the employer for the duration of employment. This restriction arises directly from the Labour Code. The second subchapter focuses on the restriction of business activities of the employees employed in public administration. The third and the fourth subchapter contain a general description of non-competition clause in the Labour Code and prohibited non-competition clause in...
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Non-competition Clause
Kopsová, Adéla ; Drápal, Ljubomír (advisor) ; Bělina, Miroslav (referee)
The aim of the thesis is to be a comprehensive analysis of the non-competition clause in Czech Labour law. The reason for my research is to examine the non-competition clause, compare and contrast its advantages and disadvantages and to make a conclusion, whether the current legislation meets the requirements of both contracting parties. The thesis is composed of four chapters, each of them dealing with different aspects of non-competition clause, its history and its current problems. Chapter One is introductory and describes the competition in general and in Labour law. The chapter is subdivided into two parts. Part One describes the difference between the competition during the employment relationship and after termination of the employment. Part Two describes the basic terminology and the current state of a non-competition clause. Chapter Two focuses on the history of the non-competition clause in our legislation and illustrates the evolution of such institute. This chapter is subdivided into three parts. Each of them focuses on a specific historical period in the evolution of the non-competition clause. Chapter Three examines non-competition clause in the recent legislative history and comprises of four parts. Part One contains the wording of a non-competition clause in the Labour law legislation...
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Contractual restriction of performance of other gainful activity of an employee
Štěpánová, Lucie ; Morávek, Jakub (advisor) ; Hůrka, Petr (referee)
Contractual restriction of performance of other gainful activity of an employee This thesis has three main purposes. The first purpose of this thesis is to analyse the non-competition clause in the Labour Code, which is the only means of contractual restriction of performance of other gainful activity of an employee. I also focus on identification of eventual problems that might occur when applying this legislation. The second purpose of this thesis is to compare selected questions concerning the non-competition clause in Czech and German law. The third purpose of this thesis is to present suggestions de lege ferenda and to propose amendments to the Labour Code. The thesis is divided into five main chapters. The first chapter is followed by the second chapter, which is subdivided into four subchapters. The first subchapter deals with the restriction of other gainful activity of an employee identical with the scope of business of the employer for the duration of employment. This restriction arises directly from the Labour Code. The second subchapter focuses on the restriction of business activities of the employees employed in public administration. The third and the fourth subchapter contain a general description of non-competition clause in the Labour Code and prohibited non-competition clause in...
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Non-competition clause
Rozner, Jan ; Pichrt, Jan (advisor) ; Tröster, Petr (referee)
TITLE: Non-Competition Clause AUTHOR: Jan Rozner DEPARTMENT: Department of Labor Law and Social Security Law SUPERVISOR: doc. JUDr. Jan Pichrt, Ph.D. ABSTRACT: This thesis provides a comprehensive overview of the Labour Law Institute Non-Competition Clause. The thesis is written on the basis of the case law and numerous specialized literature relevant to the legal provisions. Due to clear developement trends, one chapter is devoted to the history of Non-Competition Clause. De lege lata the Non-Competititon Clause is generally successfully and comprehensively regulated in Act No. 262/2006 Coll., the Labour Code, although the Non-Competition Clause remains a heavily debated topic among members of the professional public. Published opinions are analyzed and assessed, including the context of the foreign legislation relevant to the Non-Competition Clause. In closing, I propose a course of action inspired by foreign Non-Competition Clause regulation, specifically that of Sweden, in terms of the de lege ferenda. KEYWORDS: labour law, non-competition clause, ban of competition, termination of an employment
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Restrictions of competition in Czech Labour Law
Krajíčková, Markéta ; Pichrt, Jan (advisor) ; Hůrka, Petr (referee)
Restrictions of competition in Czech Labour Law The thesis deals with competition restrictions, primarily in the field of Labour Law, both during the term of employment, as well as after its termination. Further, an overview of the competition restrictions in a field of Corporate Law and in other related areas is also provided. The thesis also takes a look at the evolution of the regulation of competition restrictions by law. A chapter dealing with the restricting competition in the United Kingdom of Great Britain and Northern Ireland is included as well, to provide a comparative perspective on the topic. An analysis of the changes introduced by the recodification of Czech private law (e.g. by the adoption of the new Civil Code and the Act on Business Corporations) is provided. The author expresses her thoughts de lege ferenda on potential amendments and improvements to current law within the constitutional framework of competition restrictions.
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Non-competition Clause
Kopsová, Adéla ; Drápal, Ljubomír (advisor) ; Bělina, Miroslav (referee)
The aim of the thesis is to be a comprehensive analysis of the non-competition clause in Czech Labour law. The reason for my research is to examine the non-competition clause, compare and contrast its advantages and disadvantages and to make a conclusion, whether the current legislation meets the requirements of both contracting parties. The thesis is composed of four chapters, each of them dealing with different aspects of non-competition clause, its history and its current problems. Chapter One is introductory and describes the competition in general and in Labour law. The chapter is subdivided into two parts. Part One describes the difference between the competition during the employment relationship and after termination of the employment. Part Two describes the basic terminology and the current state of a non-competition clause. Chapter Two focuses on the history of the non-competition clause in our legislation and illustrates the evolution of such institute. This chapter is subdivided into three parts. Each of them focuses on a specific historical period in the evolution of the non-competition clause. Chapter Three examines non-competition clause in the recent legislative history and comprises of four parts. Part One contains the wording of a non-competition clause in the Labour law legislation...
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