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Organization of a European Company with a Monistic Type of Management
Věžníková, Petra ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
The diploma thesis deals with a one-tier (monistic) board structure of a European company (Societas Europaea) which has its registered seat in the Czech Republic. The governance of a European company is largely dependent on the national legislation, which has been in the Czech Republic significantly amended by a substantial recodification of private law. The thesis focuses on some of the interpretative difficulties that the new legislation has brought to the regulation of the monistic European Company, and presents some possible solutions thereto. In addition the statistical overview over the current state of European companies within Europe is included and commented upon. Powered by TCPDF (www.tcpdf.org)
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Unjust enrichment in business law
Koláček, Michal ; Horáček, Vít (advisor) ; Čech, Petr (referee)
The thesis analyses the legal concept of unjust enrichment in business law. General legal regulation of unjust enrichment itself has never been included in Commercial Code though it had to be interpreted according to the general regulation contained in the Civil Code. This conception remained unchanged even after the re-codification of civil law, which abolished the Commercial Code, thus we no longer need to differentiate between legal relationships which are of a commercial nature and those which are not. The conclusions reached by the Supreme Court in correlation with the previous legislation cannot be completely abandoned - based on the transitional provisions of the Civil Code - the preceding legislation, and therefore the conclusions of the case law relating thereto, remain applicable. The thesis analyses unjust enrichment, mainly from the perspective of civil law. The commercial aspect is provided in comparison to the previous legislation which focuses on the specifics or application problems in relation to unjust enrichment that have arisen in commercial law. For this purpose, the thesis deals with related legal concepts such as limitation of claims resulting from unjust enrichment, the invalidity of legal acts, etc. The thesis consists of five chapters. The first chapter analyses the...
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Liability of the governing body of a joint-stock company before and after recodification of private law
Grundman, Vojtěch ; Štenglová, Ivanka (advisor) ; Čech, Petr (referee)
in English The thesis deals with the liability of the members of statutory authority of a joint-stock company in antecedent legislation and in present legislation. These legislation are compared and their differences are described. Duties of a member of statutory authority (foremost duty of care), whose violation led to commencement of obligation to compensation for damage, are characterized. Specifically the thesis deals with their obligation to pay damages and their liability for damage. These relations are analyzed not only to company itself, but also in relationship to the shareholders and third persons. Thesis contains also research of claiming damages and business judgment rule.
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Enterprise on the verge of bankruptcy (some aspects)
Vodičková, Tereza ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
The purpose of this thesis is to analyse the administration of the corporation in difficulties. The reason for my research to show how different organs of the corporation are involved in the problem of pre-insolvency situation. This thesis is composed of four chapters each of them dealing with different aspects of the corpotaion threaten of the insolvency. Chapter One is introductory and analyses the legal qualification of the "pre-insolvency" situation. The chapter is subdivided into four parts. In the part one it is explained that the French law exists a special part of commercial law focused on the "entreprises in difficulties". Part two and three explains how the economical difficulties can be measured in relation to the registered capital or the equity and what are the consequences for the administration of the corporation. The part four of the Chapter one deals with "pre-insolvency" situation of the corporation according to "balance-sheet test" and the "insolvency test". The Chapter two examines the problem of acces to the information in relation to the "pre-insolvency" situation inside the corporation. Part four of the Chapter two focuses on the role of different organs inside the corporation able to initate or to make provisions in order to avoid the insolvency. The Chapter three is sibdivided in...
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Selected issues relating to the reservation of the right of ownership with a focus on transactions between entrepreneurs
Flídr, Jan ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
Der Hauptzweck dieser Diplomarbeit ist diejenigen Teilthemen zu behandeln, die im Zusammenhang mit der Rekodifikation des Privatrechts aktuell geworden sind oder zu denen tschechische Lehre Meinungen vertritt, die aus der komparatistischen Ansicht diskutabel sein können. Die Arbeit besteht aus fünf Teilen. Im Einleitungsteil wird der Charakter des Eigentumsvorbehalts beschrieben, insbesondere die Tatsache, dass sich dieses Institut nicht unter die Sicherungsinstrumente rechnen lässt, wie in der tschechischen Lehre häufig gemacht wird. Das zweite Kapitel befasst sich mit den Wirkungen des Eigentumsvorbehalts gegenüber Drittpersonen und Gläubigern des Käufers. Bezüglich der Häufigkeit der Vereinbarung des Eigentumsvorbehalts im Geschäftsverkehr sind besondere Anforderungen an die Gutgläubigkeit der Erwerber der Gegenstände zu stellen, die oft den Gegenstand des Eigentumsvorbehalts bilden. In der Arbeit wird begründet, warum die Unternehmen anzunehmen haben, dass der verlängerte Eigentumsvorbehalt zu vielen Gegenständen vereinbart wird. Was die Wirkungen gegenüber den Gläubigern des Käufers betrifft, komme ich im Einklang mit der italienischen Regelung zum Schluss, dass sich der Verkäufer auf den Eigentumsvorbehalt auch dann berufen kann, wenn die im §2134 des Zivilgesetzbuches vorgeschriebene Form nicht...
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European law against unfair competition
Kaštánková, Jitka ; Patěk, Daniel (advisor) ; Čech, Petr (referee)
European Law Against Unfair Competition Abstract The diploma thesis deals with the "European law against unfair competition" and the emphasis is placed on providing understandable and comprehensive summary of European law represented by two leading directives of the European Union. The first one is called Unfair Commercial Practices Directive and it focuses on relations between businesses and customers, while the second one, called Misleading and Comparative Advertising Directive, concentrates on business to business relations. Moreover, the realm of unfair competition is richly complemented by the jurisprudence of the Court of Justice of the European Union, which dedicates many of its rulings to this problematic due to its indispensable significance. The content of diploma thesis is divided into several chapters. The chapter following the Introduction gives brief definitions of the terms typical for this branch of law, for example competition or average consumer. The third chapter takes into account historical development of unfair competition at European union level and its direct impact to Czech legislation. For this reason, the fourth chapter includes a short discourse about unfair competition from the point of view of the latest Czech Civil Code. Questions relating to consumers and protection of their...
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Share in a limited liability company as a subject of legal relations; equity certificate
Joklíková, Kateřina ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
Share in a limited liability company as a subject of legal relations; equity certificate The master thesis analyses the issue of the transfer of a share in a limited liability company including the possibility to incorporate a share into an equity certificate. The main purpose of this study is to introduce in detail the different phases of the tranfer of a share, an equity certificate and draw attention to several interpretative problems related to the new law of business corporations. Besides the applicable law, which is purposefully subjected to the comparison with legal regulation before the recodification of private law, the work examines the legal literature, including periodicals, and still aplicable case law of the Czech courts. The thesis is divided into five chapters. The first chapter looks briefly at a share in a limited liability company and its definition as a subject of legal relations. The second chapter deals with the modes of the transfer of a share and the preconditions of its realization in the form of obtaining the relevant permissions. This section also outlines possible consequences of not giving the necessary consents with the transfer. The core of the third chapter represents the share transfer agreement, its formal and subject matter requirements. There are also mentioned...
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Rights and obligations of shareholders
Vápeníková, Andrea ; Štenglová, Ivanka (advisor) ; Čech, Petr (referee)
A joint stock company is a typical example of a capital company whose principal element is a shareholder on whom rests the existence of a joint stock company. The shareholders enter the company as investors who want to increase the value of their investments. The management of the company has the competence of a professional management, which seeks to increase the particular investment and to strengthen the company's position in the market. However, there may be situations when the management of the company pursues different interests than the interests of the shareholders. Due to this reason it is necessary to clearly define the relationship among the shareholders as well as between the shareholders and the company. Legal status of the shareholders is defined as a set of rights and duties. A shareholder has partial rights that enable him to participate in the running of the company, including the right to attend the general meeting and to vote at it. Furthermore, the shareholder has the right to participate in profit distribution and to participate in distribution of the liquidation balance. The Business Corporation Act also grants special rights to the minority shareholders, i.e. qualified shareholders, which serve to protect them. A qualified shareholder has primarily the right to request the...
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Consensus and commercial terms: theoretical and comparative analysis
Kočer, Jan ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
Consensus and commercial terms: theoretical and comparative analysis This final thesis deals with the topic of the battle of the forms using the theoretical apparatus of rules governing the formation of contract. The problem is modeled (and therefore limited) for the case of formation of contract for the sale of goods concluded between merchants when each of them uses his/her own commercial (standard) terms. Another limitation of the thesis is connected with the use of classical contractual paradigm which is based on the continuity of offer and acceptance in the process of contracting. The key element of contract is found in consensus, therefore it is consensus which is analyzed in connection with extensiveness of terms, about which the minds have to meet in order to form the contract, and also in connection with the content of already formed contract. The final thesis has two objectives. First, it is to verify on theoretical level that no matter what principle in the process of formation of contract is used (whether mirror-image rule or not) both law professionals and legal theory are forced to find solutions which are in accordance with the principle of economic analysis of contract. Second, it is to analyze solutions on the formation and content of contract which were adopted by Czech...
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Disqualification of governing body members (and other persons) from their positions in a business corporation
Vítek, Dominik ; Čech, Petr (advisor) ; Pelikán, Robert (referee)
1 Abstract: Disqualification of governing body members (and other persons) from their positions in a business corporation As of 1 January 2014 a new act no. 90/2012 Coll., Business Corporations Act, has been effective in the Czech Republic. Among the other new legal instruments, the Act has incorporated a regulation of disqualification of governing body members (and other persons) from their positions in a business corporation. This master thesis aims at determination of particular grounds for the disqualification and impacts of its application. Further, persons who may be disqualified under the pursuant to the particular grounds are defined in the thesis. The aim of the thesis is to find a general rules governing the disqualification and to determine limits of its application. The thesis also defines other persons (positions) which the disqualified person will not be allowed to hold and perform due to the court's decision. The author uses descriptive and analytical methods to interpret the legal regulation, which is joined with comparison of Czech and British legislation as the British legislation was one of the main sources. The Act is interpreted based on grammatical, logical, teleological, systematic, and partially historical interpretation methods. Within the comparison the author focuses on the...
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