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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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The content of duty to act with due managerial care
Brůnová, Marie ; Tomášek, Petr (advisor) ; Horáček, Tomáš (referee)
4 The content of duty to act with due managerial care Abstract This thesis looks at the various duties collectively called "due managerial care". None of the duties discussed in the thesis, which form the titles of the individual chapters, stands apart from the others. Their relationship to one another must be considered as a whole. In order for a person to perform due managerial care, there must be the cumulative fulfillment of all the duties discussed in the thesis, namely for each legal act that such a person is required to perform. The thesis is divided into five main parts. The first part offers a historical excursus, which illustrates the development of the institution of due managerial care. It then defines the range of people who are burdened with such a responsibility in the performance of their duties. It also outlines the procedural institution of the burden of proof and the related question of whether the duty of due managerial care is a legal-subjective or contractual-objective duty. The second part focuses on the duty of loyalty and describes the approach to understanding the interests of a business corporation. This part concludes with the question of whether the duty of loyalty continues after the position of a member of an elected body is terminated. The third part addresses the topic of...
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Insolvency delicts of business corporation's governing body members after major amendment to the Business Corporations Act
Prošek, Jan ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
1 Insolvency torts of members of the statutory body of a business corporation after a major amendment to the Commercial Corporations Act Abstract This work, Insolvency torts of members of the statutory body of a business corporation after a major amendment to the law on business corporations, focuses first on the institutes of care of good stewardship and business judgment, which are the key basis for the application of penalties for insolvency torts. Furthermore, this work discusses the issue of insolvency torts and their penalties before the major amendment to the Business Corporations Act and their adjustment after this amendment. The aim of the thesis is to introduce the reader to the issue of insolvency torts and their penalties, then to evaluate both of these adjustments and compare their most fundamental changes. In this context, the work also includes the elaboration of the most relevant case law to date, which will be strongly reflected in future decisions on the application of penalties for insolvency torts, as amended, especially in matters of due diligence and business judgment. At the same time, this work contains the elaboration of the most fundamental questions that often arose during the application of penalties for insolvency torts before the amendment and whether and possibly what solution...
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Insolvency delicts od business corporation's governing body members after major amendment to the Business Corporations Act
Prošek, Jan ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
1 Insolvency delicts od business corporation's governing body members after major amendment to the Business Corporations Act Abstract This work, Insolvency delicts od business corporation's governing body members after major amendment to the Business Corporations Act, focuses first on the institutes of care of good stewardship and business judgment, which are the key basis for the application of penalties for insolvency torts. Furthermore, this work discusses the issue of insolvency torts and their penalties before the major amendment to the Business Corporations Act and their adjustment after this amendment. The aim of the thesis is to introduce the reader to the issue of insolvency torts and their penalties, then to evaluate both of these adjustments and compare their most fundamental changes. In this context, the work also includes the elaboration of the most relevant case law to date, which will be strongly reflected in future decisions on the application of penalties for insolvency torts, as amended, especially in matters of due diligence and business judgment. At the same time, this work contains the elaboration of the most fundamental questions that often arose during the application of penalties for insolvency torts before the amendment and whether and possibly what solution was reached in this...
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Corporate social responsibility of limited companies and its impact on the standard of due managerial care
Stříteská, Eva ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
In my master's thesis I focus on the corporate social responsibility (CSR) within a joint stock company and a limited liability company. The aim of this paper is to define the CSR and to find out the ways in which corporate social responsibility displays in the company. Displays of the CSR are described on the most widespread company in the world - join stock company. This thesis composes of four chapters. The first chapter focuses on the development of corporate social responsibility and on its minuses and pluses for the company. The next chapter attempts to define the purpose and the interest of the company. In general, we can say that the joint stock company is found for the entrepreneurial purpose and its main task is to produce a profit to its founders. However, that does not mean that such purpose is the only possible purpose of the company. Regarding interest of the company, this thesis analyses the most fundamental approaches to this topic and the approach which the Czech company law uphold regarding this matter. The third chapter focuses on the obligation of joint stock company's governing body to act according to the duty of care. The chapter describes the components of this duty and the haven in the form of business judgemental rule. To define the duty of care is important for this paper...
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Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Čopáková, Tereza ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Duty of due managerial care of member of an elective body of a limited company and consequences of its violation The purpose of my thesis is to analyze duty of due managerial care (hereinafter as "duty of care") of a member of an elective body of a limited company according to new legislation, which became effective in January 2014. Duty of care consist of several indefinite aspects and my aim is to define them and set boundaries in which person as a member of an elective body shall operate during performing his duties. Thesis refers to doctrinal view on this topic, offers solutions based on relevant jurisdiction and looks at consequences of violating duty of care. The thesis is composed of six followed-up chapters. Chapter One is introductory, defines basic terminology and consists of defining persons, who shall follow the rules of duty of care and consideration of liability in case of distribution of competences in collegiate body. Chapter also deals with issue brought to Czech law with integrating a monistic structure of stock company. This passage comes to conclusion that duty of care belongs to statutory director in the event of violating guidelines made by board of directors. Chapter Two is subdivided into two parts, each describing aspects of duty of care. Firstly it describes duty of loyalty...
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A contract to lease an enterprise
Lužová, Irena ; Eichlerová, Kateřina (advisor) ; Horáček, Tomáš (referee)
A contract to lease an enterprise A contract to lease an enterprise (Act No. 513/1991 Coll., the Commercial Code) was replaced by an agreement of usufructuary lease of an establishment with effect from 1. January 2014, when the New Civil Code came into force. Due to a new legislation, thesis in some chapters mentions comparison between present and former legal regulations, especially represented by Act No. 513/1991 Coll., the Commercial Code. Some chapters explain concept of usufructuary lease of an establishment from the historical point of view. The thesis deals with Czech legal regulation of the agreement of usufructuary lease of an establishment. It is an agreement regulated by Section 2349 atc. Act No. 89/2012 Coll., the New Civil Code. Usufructuary lease of an establishment is a contractual type related to contract of purchase of an establishment. Firstly, the thesis explains term establishment and defines objects we can classify as an establishment. The work also deals with the term part of an establishment ( branch) and other contextual terms. The main part is devoted to contracts essentialia negotii and the content of the contract from the view of the changes that have occurred with the effect of the Civil Code No. 89/2012 Coll. Especially problematic issues are rights and obligations,...
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Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Havlík, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
My thesis focuses on one of the fundamental issues of representation of stock corporations by their elected bodies or members of these bodies. This issue concerns the responsibility of these parties to act in the performance of their duties with due managerial care which is a key aspect in determining the standard required from the parties representing a limited liability company and a joint stock company. This topic is extremely relevant to the current situation due to recent re- codification of private law, whose linchpins are Act No. 89/2012 Coll., the Civil Code, and Act No. 90/2012 Coll. on business companies and cooperatives (the Act on Business Corporations). The authors of these regulations during their drafting had to cope with the development of both the doctrine and the case law and their task was not only to adapt the legislation to the commercial law practice of stock corporations of the 21st century, but also to resolve some of its contentious issues. The thesis consists of an introduction, three main chapters further subdivided into subsections and the conclusion. The first chapter deals with the legal regulation and the description of the concept of due managerial care and related aspects at the time of effectiveness of Act No. 513/1991 Coll., the Commercial Code. Particular...
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D&O (Directors and Officers Liability) insurance of members of a joint stock company bodies
Hřeben, Tomáš ; Borkovec, Aleš (advisor) ; Hraba, Zdeněk (referee)
The topic of the submitted diploma thesis is the directors and officers liability insurance of members of a joint stock company bodies and its aim is to analyze this insurance product and to evaluate possibilities of its use in domestic conditions. This theme is topical because of the recent financial crisis as well as with regard to the recodification of the Czech private law which resulted in demanding more requirements on members of a joint stock company bodies during performance of their office and most importantly the danger of guaranty for obligations of company in accordance with the provision § 68 of the law on commercial corporations constitutes a really big threat for members of a joint stock company bodies. In order to understand the dangers from which the insurance should protect, first of all the first chapter is dedicated to basic characteristics of joint stock company and mainly to duties of members of a joint stock company bodies which are divided into two groups in this thesis - fiduciary duties (duty of due care, duty of loyalty, duty of secrecy, prohibition of competition, duty of personal performance of office) and so called "technical" duties. In the next chapter there is briefly examined the legislation of liability and compensation for damage where these issues are consulted...
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