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Agreement on Performance of the Office
Kristian, Rudolf ; Eichlerová, Kateřina (advisor) ; Horáček, Tomáš (referee)
The thesis endeavours to propose possible answers to certain questions concerning the agreement on performance of the office which are not unequivocally resolved in professional literature, and simultaneously to provide a comprehensive outline of the matter. Agreement on performance of the office is one of the most effective tools for agreement on mutual rights and obligations between a company and its functional bodies and their members. Its importance shall even increase after 1. 1. 2014 when the new Civil Code and Corporation Act becomes effective. Therefore, it is very desirable to resolve these questions. This thesis only focuses on agreements between limited liability companies or joint stock companies, and members of their statutory bodies. The thesis is composed of five parts, including an introduction and a conclusion. Parts Three and Four are subdivided into chapters and subchapters. Part Two outlines a basic legal framework for the relationship between the company and its statutory body which the agreement on performance of the office ought to follow. The third part deals with general aspects of the agreement on performance of the office, and it is subdivided into five chapters. Chapter Four, which focuses on the conditions of conclusion of the agreement on performance of the office, is...
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Simultaneous performance of employment and directionship
Tomšej, Jakub ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
The objective of this thesis is to analyse implications of simultaneous performance of directorship and employment. The division of the relationship between a company and its manager into two different legal relations, governed by different fields of law (employment and commercial law) is a common practice in the Czech business environment. Despite of this, it is contrary to the Czech Supreme Court case law. Therefore, my research is aimed at verifying the "no simultaneous performance of functions" principle and summarising its legal and practical implications. Another goal of the paper is to analyse the contemplated bill to amend the Commercial Code which is currently subject to political discussions at the Lower Chamber of the Czech Parliament as well as to investigate its implications for the subjects of law. The thesis consists of three chapters, which do correspond to the main goals of the thesis, as stipulated in the Introduction. Chapter One is introductory and defines legal instruments that are material for the conclusions of the thesis. It summarises main legal differences between employment and directorship. Chapter Two is divided into five parts, each of them approaching the "no simultaneous performance of functions" principle from a different viewpoint. The first part examines relevant Czech...
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Service contract for the managing director of a limited liability company
Kianková, Lucie ; Tomášek, Petr (advisor) ; Josková, Lucie (referee)
Service contract for the managing director of a limited liability company Abstract The aim of this thesis is to identify the methods of remuneration of the managing director for the performance of his function and the related application problems of the applicable legislation. The thesis also analyses the situations in which labour law regulations shall apply to the relationship between the managing director and the limited liability company, as well as the methods of terminating a service contract. The thesis is based on the applicable Czech legislation de lege lata. In some parts, however, de lege ferenda considerations are also included. The thesis also analyzes a new legal regulation becoming effective on January 1, 2021. This thesis presupposes an earlier knowledge of elementary concepts related to the issue of a service contract for the managing director and legal institutes related to the subject matter in hand. Thus, the thesis intentionally does not analyze the elementary institutes in detail and does not provide their detailed definitions, but it focuses on their enrichment with relevant case law, more detailed specifications in terms of practical situations and its own analysis. This is the case especially in the second chapter, and the description of the service contract itself. This chapter is...
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Concurrence of membership in the governing body of a limited company and employment in the same company
Liška, Štěpán ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
Concurrence of membership in the governing body of a limited company and employment in the same company The purpose of this master thesis is to provide comprehensive answer to the question of the admissibility of the concurrence of the function of a member of the statutory body of a capital trading company and employment relationship with the same company (concurrence of functions), especially with regard to the change of legislation brought by the recodification of private law effective from 2014. With the concurrence of functions, it is necessary to distinguish between situations where the subject of the employment relationship are actions falling within the competence of the statutory body (identical concurrence) and when the subject of the employment relationship are other actions (non-identical concurrence). The question of the concurrence of functions is a frequently discussed topic. That is mainly for the reason that many companies have established relationships with members of their statutory body in this manner. The area of the concurrence of functions was in the past and still is insufficiently statutory regulated. Most of the rules in this area are, therefore, inferred by case-law. The thesis is divided into six chapters. In the first part of the thesis, the basic theoretical concepts...
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Remuneration of members of governing bodies of joint-stock companies
Vlček, Karel ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Remuneration of members of governing bodies of joint-stock companies The topic of this diploma thesis is the remuneration of members of the governing bodies of joint-stock companies under the Czech Business Corporations Act. Taking into consideration the tradition in the Czech Republic, I focused on joint-stock companies with the dualistic board system comprising of board of directors and supervisory board. This thesis mainly deals with the questions regarding the mandatory agreement on remuneration in the contract on performance of the office, the role of the general meeting and the new institute of subsidiary gratuitous office performance. In total, this thesis comprises of the introduction, six chapters, and the conclusion. The introduction is followed by the definition of basic terms, especially the definition of board member remuneration. The second chapter briefly introduces the corporate governance and focuses on the remuneration as a corporate governance instrument, which should contribute to the resolution of the agency problem between the shareholders and the management. The third chapter outlines the statutory regulation of remuneration within the contract on performance of the office and especially deals with the possibility of the agreement on remuneration outside the contract on performance of...
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Agreement on the performance of an office
Heinzel, Martin ; Eichlerová, Kateřina (advisor) ; Liška, Petr (referee)
The purpose of this diploma thesis is to analyse certain aspects of the agreement on the performance of an office, a legal instrument with a long history in the Czech legal system. The foregoing type of agreement is regulated by the relevant provisions of the Act on Business Corporations (hereinafter the "ABC"). The paper focuses on the general definition of the agreement on the performance of an office, the subsidiary application of provisions relating to contract of mandate, as well as matters concerning the remuneration stemming from such agreements. The thesis is composed of an introduction, a main part comprising three chapters, and a conclusion. The individual topics make up chapters which are then divided into sub-chapters (the more extensive of which are further split into sections for the purposes of conciseness). The main conclusions of each chapter are summarised in a partial summary at the end of each chapter. The conclusion summarises all partial summaries and conclusions drawn from the thesis as a whole. The first chapter is introductory and defines the agreement on the performance of an office as a contract regulating the rights and obligations of a business corporation and a member of its body vis-à-vis each other. The terms of this type of agreement, the conclusion of which is not...
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Simultaneous performance of employment and directionship
Tomšej, Jakub ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
The objective of this thesis is to analyse implications of simultaneous performance of directorship and employment. The division of the relationship between a company and its manager into two different legal relations, governed by different fields of law (employment and commercial law) is a common practice in the Czech business environment. Despite of this, it is contrary to the Czech Supreme Court case law. Therefore, my research is aimed at verifying the "no simultaneous performance of functions" principle and summarising its legal and practical implications. Another goal of the paper is to analyse the contemplated bill to amend the Commercial Code which is currently subject to political discussions at the Lower Chamber of the Czech Parliament as well as to investigate its implications for the subjects of law. The thesis consists of three chapters, which do correspond to the main goals of the thesis, as stipulated in the Introduction. Chapter One is introductory and defines legal instruments that are material for the conclusions of the thesis. It summarises main legal differences between employment and directorship. Chapter Two is divided into five parts, each of them approaching the "no simultaneous performance of functions" principle from a different viewpoint. The first part examines relevant Czech...
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Agreement on Performance of the Office
Kristian, Rudolf ; Eichlerová, Kateřina (advisor) ; Horáček, Tomáš (referee)
The thesis endeavours to propose possible answers to certain questions concerning the agreement on performance of the office which are not unequivocally resolved in professional literature, and simultaneously to provide a comprehensive outline of the matter. Agreement on performance of the office is one of the most effective tools for agreement on mutual rights and obligations between a company and its functional bodies and their members. Its importance shall even increase after 1. 1. 2014 when the new Civil Code and Corporation Act becomes effective. Therefore, it is very desirable to resolve these questions. This thesis only focuses on agreements between limited liability companies or joint stock companies, and members of their statutory bodies. The thesis is composed of five parts, including an introduction and a conclusion. Parts Three and Four are subdivided into chapters and subchapters. Part Two outlines a basic legal framework for the relationship between the company and its statutory body which the agreement on performance of the office ought to follow. The third part deals with general aspects of the agreement on performance of the office, and it is subdivided into five chapters. Chapter Four, which focuses on the conditions of conclusion of the agreement on performance of the office, is...
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The legal status of a board of directors’ member in a joint stock company after the recodification
Košařová, Dita ; Moravec, Tomáš (advisor) ; Andreisová, Lucie (referee)
New legal regulation of the private law contained in the New Civil Code and the Business Corporations Act has brought plenty of changes also in the status of a board of directors' member in a joint stock company. Both codes have brought new terminology, new institutes and clarification of the rules known from the legal regulation before the recodification. On one hand there is certain loosening in the decision making of statutory bodies of business corporations, on the other hand there is tightening of sanctions for cases of failure. This diploma thesis introduces major institutes of legal regulation related to the status of a board of directors' member and provides a basic comparison with the legal regulation before the recodification.
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