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Classes of Shares in Limited Liability Companies
Lála, Daniel ; Čech, Petr (referee)
1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...
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Classes of Shares in Limited Liability Companies
Lála, Daniel ; Čech, Petr (referee)
1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...
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The participation and position of a member of an unlimited liability company
Kunášek, Jiří ; Horáček, Tomáš (advisor) ; Josková, Lucie (referee)
The participation and position of a member of an unlimited liability company, Abstract This doctoral thesis examines the participation and position of a member of an unlimited liability company (in Czech veřejná obchodní společnost), which is a topic that has been largely unexplored in theory. At the same time, unlimited liability companies as a legal form are seldom used for running a business in practice. As a result, there are only a very few judicial decisions addressing these issues. For these reasons, the author considers the exploration of this topic helpful and beneficial. The introductory part of the thesis contains an analysis of the unlimited liability company as a separate legal person, its characteristic features and factors specific to this legal form. This is followed by an extensive analysis of the member, the prescribed requirements for taking the position of a member and an analysis thereof, as well as a list of persons who are not granted the right. The fourth part provides a comprehensive analysis of the interest constituting the member's participation in the unlimited liability company, the ownership of the share and the specific aspects of an interest in an unlimited liability company, including dealing with the interest. The thesis also studies the creation of a member's interest by...
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Acquisition of the right of ownership to a share in a limited liability company from a non-entitled person
Treutlerová, Hana ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
and keywords Acquisition of the right of ownership to a share in a limited liability company from a non-entitled person The subject of this thesis is the analysis of the institute of the acquisition of the right of ownership from a non-entitled person in relation to a share in a limited liability company. The thesis analyzes the various aspects of the acquisition from a non-entitled person in relation to the share in a limited liability company on the basis of a share purchase agreement. With regard to the forms of shares in a limited liability company, which in addition to a business share may also be represented by a common certificate, the institute of acquisition from a non-entitled person is analyzed in relation to both forms of shares. The work is based on the identification following by analysis of the main questions, which lead first to find out whether the provisions on acquisition of share from a non-entitled person can be applied. Conclusions will then be applied to each acquisition method according to the relevant provisions on acquisition from a non-entitled person. The thesis is divided into five chapters. The first chapter is devoted to the legal regulation of the transfer of a share in a limited liability company and provides a basic insight into the regulation of a transfer of a...
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Types of shares in limited companies
Šendera, Radek ; Čech, Petr (advisor) ; Josková, Lucie (referee)
Types of shares in limited companies Abstract This thesis focuses on (variety of) types of shares in limited companies (limited-liability company and joint-stock company). The possibility to create various types of shares (share classes) is one of the many changes brought by the Business Corporations Act. Even though many years have passed since its entry into force, the share classes remain relatively new matter which inevitably brings many uncertainties and interpretation problems. Those are not limited to a narrow range of issues but concern the whole subject matter. Therefore, this thesis does not focus only on a limited range of related issues but approaches the problematics of share classes as a whole. The purpose of this thesis is to provide a comprehensive interpretation of issues related to the formation (creation) of various types of shares and to offer answers to the most important questions concerning this subject. Therefore, the first part of this thesis focuses on the concept of share in limited companies itself. On selected issues concerning shares, the nature of rights and duties attached to them is clarified. To demonstrate their advantages and disadvantages these rights and duties are compared with the ones arising from so-called sideletters at the end of the first part of this thesis. At...
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Classes of Shares in Limited Liability Companies
Lála, Daniel ; Černá, Stanislava (advisor) ; Dědič, Jan (referee) ; Josková, Lucie (referee)
1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...
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Share pledge in a corporation
Pašek, Dominik ; Elischer, David (advisor) ; Frinta, Ondřej (referee)
Share pledge in a corporation Abstract The thesis deals with the share pledge in a corporation. In the beginning I analyse the meaning and purpose of the lien. The following section deals with pledgeability of a share in a corporation. Firstly, I discuss the pledgeability of a share as an intangible movable asset that represents a set of rights and obligations arising from participation in a corporation and, further, the share pledge in each type of corporation, including the association and unit owners' association. The different rules for shares depend on whether they are in a form of a security or not. Subsequently, I deal with the formation of a lien, while focusing on the various titles from which the lien can arise and the question of the moment of creation of the lien. I analyse in detail the creation of a consensual lien, i.e. on the basis of a pledge contract. This is followed by the creation of an ex actu lien on the basis of a court's approval of an agreement of the heirs to divide the estate, and on the basis of a tax administrator's decision pursuant to the Tax Code, where I also provide practical information communicated by the General Financial Directorate. Then I analyse the ex lege lien, and I deduce several options where it could theoretically arise. In the part of the work that I consider...
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(Non-)transferability of shares in business corporations
Coufal, Ondřej ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
(Non-)transferability of shares in business corporations Abstract This diploma thesis deals with (non-)transferability of shares in unlimited partnership, limited partnership, limited-liability company and joint-stock company. A share represents participation of a shareholder in business corporation. Each form of business corporation has a different modification of share transferability in the Business Corporation Act. Transfer of share is either prohibited, limited or allowed without any limitation. The rules on transferability also differ as to whether shareholders may deviate from them or not. The differences are mainly due to the personal or capital nature of the business corporation. The aim of this work is to determine the reasons which led the legislature to current transferability of shares in business corporations and to assess whether this legislation an appropriate solution is. The diploma thesis is structured into five parts. The first part deals with the theoretical introduction and defines a share and business corporations. The second and third part of the diploma thesis provides a detailed analysis of the transferability of the share in business companies, including the explanatory uncertainties and discussions that the current legislation raises. Part of the second part is also the...
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Contract to transfer share in limited liability company
Bujgl, David ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
Contract to transfer share in limited liability company Summary Purpose of this diploma thesis is to draw attention to selected aspects of a contract to transfer a share in a limited liability company and to outline possible solutions to several interpretation issues arising out of the Act on Business Corporations. In the first chapter the author describes a change introduced by the Act on Business Corporations that allows creation of different types of shares in a limited liability company. Different rights and obligations may be connected with such shares. The author focuses on the division and description of selected rights and obligations and their impact on the content of the contract to transfer a share in a limited liability company. In the second chapter the author describes the contract to transfer a share in a limited liability company from the parties' point of view and their motivation to enter into such contract. The author of this thesis also compares the contract to transfer a share in a limited liability company with the acquisition of the company's assets and focuses on their practical advantages and disadvatanges. Furthermore, the second chapter outlines possible contract types that may be used for transfers of a share in a limited liability company. The third chapters deals mainly with...
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Vacant share
Novák, Petr ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
English summary rigorous thesis - Vacant share In this rigorous thesis named The Vacant Share I engage in analysis of the legal nature of the term vacant share in a private limited company and in analysis of legal relations pertaining to the release of a business share, especially of the use of a vacant share and property settlement with a former shareholder. The starting point for my conclusions is my emphasis on the content of the term share in a private limited company, thus emphasis on shareholder's participation in a company, which is represented by the share, while I infer the legal nature of a vacant share from the fact, that the release of a business share occurs as a result of termination of shareholder's participation in the company without anyone else getting into the position of the former shareholder. Although my conclusions gave rise to doubts whether a vacant share is a thing in legal sense, I finally came to the conclusion that a vacant share is an intangible movable thing which is not owned by anyone, even though it does not show legal features of a thing in legal sense. After all, a vacant share is a thing because the law stipulates so. In this thesis I significantly engage in analysis of legal relations regarding the use of a vacant share, in the course of which I identified features in...
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