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The Duty of Loyalty of a Member of a Business Company
Polena, Stanislav ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The duty of loyalty of a member of a business company This thesis deals with the topic closely connected with the field of corporate governance which is a part of corporate law. According to the American legal theory is duty of loyalty one of the fiduciary duties. The traditional classification of fiduciary duties is based on dualism - duty of loyalty and duty of care. But this concept is changing over time mainly due to case law. There is no settled opinion on the basic question how many fiduciary duties there are. Current opinion of the respected authority in this field - Delaware' Supreme Court is based on dualism of fiduciary duties, but not in the traditional meaning. The duty of loyalty includes according to the opinion of the judges not only conflicts of interests and self-dealing situations, but breach of good faith as well. On the other hand the traditional point of view was settled on two fiduciary duties - loyalty and care as well. Duty of loyalty was connected with conflicts of interest situations between principal and agent, when the personal financial interest of the agent was present. Duty of loyalty protected the legal position of the principal when agent managed entrusted property. The duty of care was connected with the interest of the principal and due performance of the agent with the...
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General duties of directors, in particular duty of loyalty
Mancelová, Silvia ; Štenglová, Ivanka (advisor) ; Dvořák, Tomáš (referee) ; Josková, Lucie (referee)
The dissertation is focused on research of the general duties of members of the board of directors in a capital company, in particular the duty of loyalty. Besides the duty of loyalty, members of the board of directors have a duty to act with due managerial care. The doctrine paid attention to the specification of the duty to act with due managerial care but there has, as yet, been no attention paid to the duty of loyalty. The new legislation contained in the Civil Code Act n. 89/2012 Sb. (CC) subordinates the duty of loyalty under the duty to act with due managerial care. The subject of the dissertation is research of the nature, origin, and function, of the duty of loyalty. The conclusion of the dissertation is the confirmation of the hypothesis, that the duty of loyalty by which a member of the board of directors is bound, is a fiduciary duty and an independent duty, which is not a part of the duty to act with due managerial care.
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The Duty of Loyalty of a Member of a Business Company
Polena, Stanislav ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The duty of loyalty of a member of a business company This thesis deals with the topic closely connected with the field of corporate governance which is a part of corporate law. According to the American legal theory is duty of loyalty one of the fiduciary duties. The traditional classification of fiduciary duties is based on dualism - duty of loyalty and duty of care. But this concept is changing over time mainly due to case law. There is no settled opinion on the basic question how many fiduciary duties there are. Current opinion of the respected authority in this field - Delaware' Supreme Court is based on dualism of fiduciary duties, but not in the traditional meaning. The duty of loyalty includes according to the opinion of the judges not only conflicts of interests and self-dealing situations, but breach of good faith as well. On the other hand the traditional point of view was settled on two fiduciary duties - loyalty and care as well. Duty of loyalty was connected with conflicts of interest situations between principal and agent, when the personal financial interest of the agent was present. Duty of loyalty protected the legal position of the principal when agent managed entrusted property. The duty of care was connected with the interest of the principal and due performance of the agent with the...
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