|
|
Influential person
Žůrek, Miloš ; Pelikán, Robert (advisor) ; Eichlerová, Kateřina (referee)
Influential person Abstract This diploma thesis deals with the status of an influential person and the legal consequences the act No. 90/2012 Coll., on Commercial Companies and Cooperatives (Business Corporations Act) associates with the fulfillment of the subject matter of interference and applies not only to the influential person but also to the influenced person, its shareholders, members of the board of directors and creditors of the influenced person. The diploma thesis is divided into three chapters. The first chapter presents the reasons for associating companies into business groups and explains differences of interference from the control and concern. The second chapter analyzes particular elements of subject matter of interference. Subsequently, this chapter answers the question of who can be considered as an influential person, who cannot be an influential person and whom the influential person can interference. The third chapter, which is given the most space in the diploma thesis, examines the most significant legal consequences of interference having direct impact on the rights and obligatios of the influential person. This chapter is mainly researching the obligation of an influential person to compensate influenced person for the harm caused by the interference and the conditions for its...
|
|
| |
|
|
Influential person
Čaladi, Tereza ; Pelikán, Robert (advisor) ; Černá, Stanislava (referee)
Influential person Abstract The theme of this thesis is a legal understanding of the term 'influential person' which entered the Czech legal system due to significant changes in private law, especially when the Act no. 90/2012 Coll., on Business Corporations and Cooperatives and the Act no. 89/2012 Coll., Civil code came into effect. The thesis is primarily focused on identifying and analyzing the particularities of the term, its contribution to the law of business corporations and also its use in legal practice. The thesis relies on the methodology of analyzing the valid legal enactment of influence in comparison to its evolution, legal practice and scholarly literature. The thesis is divided into five chapters in total. The first chapter introduces the term corporate group as a sign of economic concentration, and subsequently the specifics and forms of corporate groups are being discussed. The next part briefly describes the evolution and basic scheme of legal enactment of corporate groups in the Czech Republic, especially the changes in the Act no. 513/1991 Coll., Commercial code and the local sources involved in the enactment. Furthermore it also explores the legal enactment of corporate groups according to the European Union. The third chapter deals with the valid legal enactment of influence according...
|
|
| |
|
|
Legal regime of a group company after recodification of private law in the CR
Hanzlíková, Karolína ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Legal regime of a group company after recodification of private law in the CR The issue of company group legislation is a topic increasingly discussed in the modern times. There are some questions that a legislator must ask: whether to allow the formation of corporate groups in the first place; if so, to what extent should disadvantageous instructs towards the subsidiary be permitted; how to handle the compensation for the damage caused by such instructs; in what manner to protect minority company members and creditors of the subsidiary. The recodification of private law in the Czech Republic has brought a new legislation of company groups in an attempt to introduce group enabling law in reaction to recent trends discussed on European level. The first part of this thesis concentrates on bases on which the legislation in the Czech Business Corporation Act is built, including a brief comparison of German and French concept of corporate company law, the doctrine of piercing the corporate veil and recent discussions on European level. The second part deals with the new term of influence and the first degree of company groups. It focuses mainly on the legal presumptions of control, the definition of concerted action and the topic of the majority partner. In the third part there is a detailed analysis of...
|
|
|
Duty of loyalty of the capital company members
Kaščáková, Dáša ; Černá, Stanislava (advisor) ; Pelikán, Robert (referee)
The topic of shareholder's duty of loyalty is an important aspect for the definition of most of the duties and obligations of the capital company members. Therefore, it is also very popular topic for the authors of professional literature, who tend to be interested in systematized distinction of the duties and obligations of the capital company members. Most authors, along with the jurisprudence, already admit considerable importance of principle of loyalty and consider it to be the rule of interpretation appropriate for its application to the other duties and obligations of company members. The principle of loyalty, having a regulatory function, may fill in particular gaps in the statutory regulation. As a derogatory rule it may avoid the application of other rules that would lead to unfair decisions. This work aims to demonstrate the possibility of application of the principle of loyalty in practice. The thesis is divided into two main parts, the first is meant to clarify the place of the duty of loyalty in Czech law. It describes how was the existence of the duty of loyalty inferred before its regulation in new Civil Code. Next chapters of the first part are devoted to current applicable regulation. The second part of the theses focuses on particular examples in order to demonstrate the...
|
guest ::
