|
|
Domestic mergers of business corporations : Agency problems and methods of their elimination
Chovanec, Ondřej ; Josková, Lucie (referee)
Strana 123 | 128 ABSTRACT DOMESTIC MERGERS OF BUSINESS CORPORATIONS: Agency problems and methods of their elimination The present rigorosum thesis looks into the so-called agency problems and the ways to eliminate them within the specific field of domestic mergers of business corporations. In the first part, we explain from the general economic and corporate- law perspective what the main defining features of business corporations are, what we understand under the term of agency problems and why they regularly come up in corporate governance. In addition, we introduce the basic regulatory and extra- regulatory ways of solving such agency problems. The second part outlines the mergers of business corporations and their principal mechanisms. Thereafter the following two parts of this thesis demonstrate on specific examples, what regulatory methods and strategies for elimination of agency problems were deployed by the Czech legislator in the Act no. 125/2008 Coll., on Transformations of Business Companies and Cooperatives, as amended (the "Transformations Act"). The Transformations Act clearly pays attention to means on protection of minority and dissenting shareholders and to a lesser extent also to creditors. This fact is reflected in the structure of this rigorosum thesis, whose third part is devoted to the...
|
|
|
Forced termination of minority shareholders' participation in a joint stock company
Chovanec, Ondřej ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
59 RESUMÉ The name of this diploma thesis is "Forced termination of minority shareholders in a joint-stock company". This topic is rather broad and comprises a variety of different ways how to rid the company of one or more shareholders. It was my decision not to cover a number of legal concepts superficially and rather focus on one in more detail. This diploma thesis therefore aims attention at the legal regulation of squeeze-outs, embodied in § 183i to § 183n of the Commercial Code. In 2005 a controversial law was enacted, that allowed the major shareholder (owning at least 90% of all the shares) to acquire all the rest of shares in the company from its current owners, irrespective of their will. Squeeze-outs are very common in developed countries and it would not be all that controversial had it not been for the exceptionally poor quality of the law. The regulation of squeeze-outs at the time of its enactment contained a number of ambiguities and generally provided weak protection to minority shareholders whose shares were to be acquired by the major shareholder. Since then the legal regulation has improved immensely and at this point it is safe to say that it is compatible with the Constitution and general requirements for protection of minority shareholders. The purpose of this thesis is to inspect the...
|
|
|
Domestic mergers of business corporations : Agency problems and methods of their elimination
Chovanec, Ondřej ; Josková, Lucie (referee)
Strana 123 | 128 ABSTRACT DOMESTIC MERGERS OF BUSINESS CORPORATIONS: Agency problems and methods of their elimination The present rigorosum thesis looks into the so-called agency problems and the ways to eliminate them within the specific field of domestic mergers of business corporations. In the first part, we explain from the general economic and corporate- law perspective what the main defining features of business corporations are, what we understand under the term of agency problems and why they regularly come up in corporate governance. In addition, we introduce the basic regulatory and extra- regulatory ways of solving such agency problems. The second part outlines the mergers of business corporations and their principal mechanisms. Thereafter the following two parts of this thesis demonstrate on specific examples, what regulatory methods and strategies for elimination of agency problems were deployed by the Czech legislator in the Act no. 125/2008 Coll., on Transformations of Business Companies and Cooperatives, as amended (the "Transformations Act"). The Transformations Act clearly pays attention to means on protection of minority and dissenting shareholders and to a lesser extent also to creditors. This fact is reflected in the structure of this rigorosum thesis, whose third part is devoted to the...
|
|
|
Insolvency proceeding from secured creditor point of view
Chovanec, Ondřej ; Pohl, Tomáš (advisor) ; Smolík, Petr (referee)
This thesis deals with insolvence proceedings from secured creditor point of view. Opening chapter is devoted to historic development of bankruptcy law. Main part of this thesis describes insolvency proceedings from insolvency petition to logdement of claim to monetary satisfaction of secured creditor's claim. Closing chapter deals with bankruptcy law de lege ferenda. Focus is set on practical issues occuring in praxis.
|
|
|
Forced termination of minority shareholders' participation in a joint stock company
Chovanec, Ondřej ; Čech, Petr (advisor) ; Štenglová, Ivanka (referee)
59 RESUMÉ The name of this diploma thesis is "Forced termination of minority shareholders in a joint-stock company". This topic is rather broad and comprises a variety of different ways how to rid the company of one or more shareholders. It was my decision not to cover a number of legal concepts superficially and rather focus on one in more detail. This diploma thesis therefore aims attention at the legal regulation of squeeze-outs, embodied in § 183i to § 183n of the Commercial Code. In 2005 a controversial law was enacted, that allowed the major shareholder (owning at least 90% of all the shares) to acquire all the rest of shares in the company from its current owners, irrespective of their will. Squeeze-outs are very common in developed countries and it would not be all that controversial had it not been for the exceptionally poor quality of the law. The regulation of squeeze-outs at the time of its enactment contained a number of ambiguities and generally provided weak protection to minority shareholders whose shares were to be acquired by the major shareholder. Since then the legal regulation has improved immensely and at this point it is safe to say that it is compatible with the Constitution and general requirements for protection of minority shareholders. The purpose of this thesis is to inspect the...
|
guest ::
