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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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Liability of Supervisory Board
Toman, Antonín ; Hejda, Jan (advisor) ; Přibyl, Karel (referee)
This thesis deals with civil liability of the Supervisory Board and its members for breaching his duties. Emphasis is placed on responsibility and legal relationship, whose content is obligation to pay damages, between Supervisory Board and its member and business companies (in the new terminology "business corporation"). This thesis is dealing at first with the legal anchoring of the Supervisory Board as such, the creation and termination of the Supervisory Board and the definition of its living space not only in the relation to corporation, but also to individual shareholders, General Assembly and of course to the Board - including their mutual rights and responsibilities. Thesis is crossed by author's intention to evaluate the active legislation, whose legislative life is coming to an end, and on the basis of that to comment upcoming legislation that at least brings a fresh wind to the corporate life. Shortly is discussed upon by the factual impossibility to prosecute members of the Supervisory Board for crimes associated with their performance.
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