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Transformation of a limited liability company into a joint-stock company
KLARNER, Lukáš
This thesis characterizes the main factors influencing the transformation of limited liability company into a joint stock company. The main aim of this work is to describe the whole process of transformation, approach possible ways of transforming, specify the process of changing the legal form from limited liability company and to analyze the real business environment using questionnaire and structured interview with owner of the joint stock company. Last but not least, the possibilities of transformation in the Czech Republic and Germany are being compared. Empirical results show that many companies undergoes a transformation process because their parent company requires it. Also many companies want to find new financial resources. According to the results, respondents perceive the Transformation Act as very good and do not find any fundamental problems. This work also evaluate valuations methods. Last, but not least, this thesis offers a view of issuing new shares as well as a statistical evaluation of the data obtained, which evaluates the registered capital and newly issued shares.
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Limited liability company after the adoption of new legislation
KLARNER, Lukáš
This Bachelor thesis describes the main changes in business of limited liability company after the year 2014 when the Business Corporations Act became effective. The main aim of this work is to describe the biggest changes that have occurred. It analyses real business environment using questionnaires and structured interviews with executive directors of random companies. Empirical results show that many of these directors are unsatisfied with actual legal situation, and the issue of registered capital is the most questioned. According to the managers there is a lack of laws regulating particle issues, family business company issue for example. The work also evaluates the personal responsibility of executive directors for the operation of the company. As the empirical results show, most executives are not fully aware of their responsibilities. Last, but not least, this thesis suggests some possible solutions of this situation, especially in the field of law.
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Athlete as an entrepreneur
Perušič, Ondřej ; Horáček, Tomáš (advisor) ; Kohout, David (referee)
Athlete as an entrepreneur Abstract This thesis is focused mainly on the problematic of the athlete's role as an entrepreneur from the perspective of business law. Its goal is not only to describe the current situation and answer some questions related to the topic, but also to point out some very problematic facts and think about possible solutions to the very unsatisfactory situation of today's legislation on professional sports. In the first two chapters I would like to underline some specifics of the athlete's position as an entrepreneur and how it differs from the classic, normal entrepreneurship that we know. I would also like to emphasize quite serious lack on the field of terminology, that makes the necessary process of change even more difficult. Next two chapters will be focused on the two main aspects of athlete's entrepreneurship. First one concerns the contracts and obligations he is taking part in and the typical structure of legal bonds that it creates. In this chapter I would also like to describe the specific types of contracts that are either the most common ones or somehow unusual and specific for sports. The second chapter out of the two mentioned above will focus on the litigations that arise from these contrats or other legal reasons. I will only briefly introduce the problematics of...
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Trade usages
Křenek, Jakub ; Pelikán, Robert (advisor) ; Eichlerová, Kateřina (referee)
Trade usages Abstract This thesis deals with trade usages in Czech law. The main focus of the work is the decisions of the highest court system, regional and high courts, and the general question of trade usages in Czech legal science. The introduction defines the issue and points to the limits of the work, which are numerous, given the multidimensional nature of the problem under study and the relatively limited possibilities of legal science to respond adequatelly to all of them. The first part of the thesis defines the notion of trade usages from the perspective of Czech law and international trade law, defines trade usages in relation to similar institutions and further develops the position of custom in the Czech legal system. The second part discusses the issue of case law and its binding force - how the unifying function of the Supreme Court works, the binding force of the Constitutional Court's rulings, how the case law on trade practices works in the individual articles of the supreme court system, and the influence of the European Convention of Human Rights on the quality of judicial decision-making and the manner of publication and correct using of case law in general. The third part discusses the history of trade usages in the Czech legal system, through the legal order of the Austrian monarchy...
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Liability for defects of work
Doležal, Tomáš ; Plíva, Stanislav (advisor) ; Štenglová, Ivanka (referee)
1 Abstract The presented thesis deals with liability for defects in work in business obligations. It analyzes the effective legislation which is primarily contained in the Commercial Code and points out some problems arising from the interpretation of the law. It further summarizes the numerous and relatively constant judicature of the Supreme Court of the Czech Republic and legal opinions of several commercional lawyers. The author of the thesis tries to assess the conclusions of the judicature and legal doctrine. In some cases, he presents his own suggestions to solve the shortcomings of the current legislation. These proposals are based on his own legal reasoning. During the creation of the Commercial Code, the legislature had been inspired by the Economic Code and the International Trade Code, the immediate predecessors of the Commercial Code, and by United Nations Convention on Contracts for the International Sale of Goods. For this reason the legislation contained in these sources of law is mentioned particularly when the legislation departs from the current legislation of the Commercial Code. The future development of the legislation is also presumed. The thesis deals with the draft of the new Civil Code and focuses on the draft's solutions of several selected issues (issue of performance of...
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Selected Business Aspects of Insolvency Proceedings
Mašek, Jan ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Thesis: Selected Business Aspects of Insolvency Proceedings The reason why I have decided for my thesis topic is that the connection between business law and insolvency law is a field which has not been studied comprehensively so far. However my opinion is that these law branches have a lot in common as we can see daily their intersection in many insolvency proceeding. Object of this thesis is to describe the main areas in which clashes insolvency law with business law and then define questions which issue from this clash and answer those on which the Insolvency Act and Business Code do not offer clear answers. As I mentioned the connection between insolvency and business law is not focused comprehensively by doctrine. Therefore I work particularly with decided cases and legal interpretation books as sources for my thesis. The text offers two points of views on this topic. The first is aimed to company (especially its statutory body) which becomes insolvent. The second is aimed to third parties who do business with an insolvent company. The first part of my thesis is engaged in short description of historical development of insolvency law in Czech. Then it is focused on explanation of basic insolvency terminology in context of business law. The second part of the thesis deals with duties of...
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Czech and European law of corporate groups - background and prospects
Chaloupka, Jiří ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Law of corporate groups deals with legal issues arising from the economic unity of the corporate group as a whole and the separate legal personalities of its individual members. This leads to a conflict between the interests of a parent company and the interests of its subsidiary. By using a comparative method, I analyzed in this thesis the laws of Germany, France, Great Britain and the U.S. to see how these countries regulate corporate groups and how they deal with the problems associated with them. Generally, legal approaches to the regulation of corporate groups can be divided into two groups - the German model that creates a complex system of special rules regulating corporate groups, and a model that regulates only specific aspects of corporate groups and leaves the solution of all other problems to the general regulation of corporations and judicial decisions. In the German model, it is possible to prefer the interests of the whole group at the expenses of the interests of a subsidiary under certain conditions, whereas the majority of legal systems adhere to the duty of loyalty. Moreover, the majority of legal systems prefer to provide instruments for the direct protection of subjects endangered by the creation of a corporate group, while German law focuses mainly on protection of the subsidiary....
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Unjust enrichment under business law
Jančařík, Ondřej ; Horáček, Vít (advisor) ; Čech, Petr (referee)
1 Abstract This thesis deals with the institute of unjust enrichment extending to commercial law. It is focused on specific aspects of existence of this institute in commercial law. Particularly it means an issue of the limitation of unjust enrichment claims in business relationships as well as other special elements of unjust enrichment in commercial law regulations such as the question of repayment of the performance caused by the withdrawal, the protection of the company name claims and protection against unfair competition, rights of industrial property and bill of exchange and cheques enrichment. Although the work is primarily based on existing legislation, it is not limited to the examination of the issue from the perspective of re-codification of private law. The thesis analyzes the various provisions of the relevant commercial law regulations whose interpretation is in theory and practice greatly divided, and with their detailed analysis using initially established theoretical basis, trying to make their own suggestions.
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The relations within a group of companies with regard to the compensation of damage withit the group
Bednář, Marek ; Horáček, Vít (advisor) ; Černá, Stanislava (referee)
This thesis deals with the legal regulation of corporate group relations, especially compensation of harm resulting from a lawful act, compensation of economic loss and damages. These institutes are very often connected to other branches of law, which are above all insolvency law and financial law. Then they usually are connected to different areas of company law, for example piercing of the corporate veil, shadow director, wrongful trading and corporate governance. These other branches of law and other areas of company law are not corresponding to the topic of this thesis, so they will not be analyzed in this thesis. For more information about the above mentioned I refer to professional literature and journal articles. Next will be the analysis of the new commercial corporations bill in the light of the topic of this thesis, with the author's view on this bill. This bill was proposed to the government of the Czech Republic after a consultation on the draft bill in the year 2008, and the Government now is to discuss this bill. In the end there will be my own proposal on new changes of the corporate group regulation in the context of this thesis. In this thesis are used methods of analysis, ordinary and extraordinary law interpretation and in some cases comparative methods. So this thesis aims at the...
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The relations within a group of companies with regard to the compensation of damage withit the group
Bednář, Marek ; Horáček, Vít (advisor) ; Černá, Stanislava (referee)
This thesis deals with the legal regulation of corporate group relations, especially compensation of harm resulting from a lawful act, compensation of economic loss and damages. These institutes are very often connected to other branches of law, which are above all insolvency law and financial law. Then they usually are connected to different areas of company law, for example piercing of the corporate veil, shadow director, wrongful trading and corporate governance. These other branches of law and other areas of company law are not corresponding to the topic of this thesis, so they will not be analyzed in this thesis. For more information about the above mentioned I refer to professional literature and journal articles. Next will be the analysis of the new commercial corporations bill in the light of the topic of this thesis, with the author's view on this bill. This bill was proposed to the government of the Czech Republic after a consultation on the draft bill in the year 2008, and the Government now is to discuss this bill. In the end there will be my own proposal on new changes of the corporate group regulation in the context of this thesis. In this thesis are used methods of analysis, ordinary and extraordinary law interpretation and in some cases comparative methods. So this thesis aims at the...
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