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Shareholder derivative suit
Šimara, Jan ; Flídr, Jan (advisor) ; Josková, Lucie (referee)
-1- Shareholder derivative suit Abstract This thesis concerns itself with the topic of derivative suits and shareholder derivative suits in particular. In the ever-changing landscape of corporate governance, derivative suits serve as a tool for the minority shareholder to enforce claims, which arise following a breach of duty by the directors in the case that the company itself is paralyzed by the directors' unwillingness to litigate. The core of the issue at hand lies in striking the balance between enhancing shareholder and company rights and allowing the directors to perform their duties without too much impediment and thus stifling the prosperity of the corporation. In such cases, the very goal which all business companies intend to pursue, the generation of profit, may be jeopardized. The hypothesis of this thesis seeks to answer the question, whether the Czech regime of shareholder derivative suits is suitably positioned to match the relevant provisions, contained in some of the countries with the most advanced corporate governance systems. To confirm or deny this hypothesis, the first section of this thesis puts forth a general summarization of the derivative suit in its basic form. The next step examines the historical evolution of the derivative suit within the two countries in which the concept of...
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Suspension of the voting rights in the capital companies
Bečvář, David ; Flídr, Jan (advisor) ; Hurychová, Klára (referee)
Suspension of the Voting Rights in the Capital Companies Abstract This thesis deals with the substantive regulation of preventive suspension of the voting rights concerning the capital companies. Its aim is to provide a comprehensive interpretation of the conditions of selected general cases of preventive suspension of the voting rights set out in the Business Corporation Act, to deal with some interpretative ambiguities and where appropriate, to offer possible solutions. The thesis is divided into five main chapters. The first chapter defines the concept of suspension and describes its impact on the position of shareholders, and consequently on the General Meeting. At the same time, the various general cases of preventive suspension of the voting rights are divided into two basic categories. The second chapter focuses on the case of suspension consisting of default in the fulfilment of deposit and surcharge obligations, which is the only case that falls into the first category of cases by law. The third chapter discusses the case of a conflict of interest arising when a decision is taken to remove a shareholder who is also a member of an elected body of a capital company from his position as a member of the elected body for breach of his duties in the performance of that position. Among other things, it...
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Rights and obligations of shareholders
Hála, Ondřej ; Josková, Lucie (advisor) ; Flídr, Jan (referee)
Rights and obligations of shareholders The diploma thesis deals with the comparison of the legal status of individual shareholders in a joint stock company, respectively provides an insight into possible differences in their rights and obligations. In the first part, the differentiation in shareholder rights and obligations are listed in general in terms of qualitative and quantitative aspects of the share and addresses the question of whether the different type and number of shares held by individual shareholders does not encounter the principle of equality. Due to the diversity of all shareholder rights and obligations, the work in its second part focuses on the duty of loyalty and compares this general obligation, which is the basis of all other shareholder rights and obligations, from the perspective of individual shareholder groups. A joint stock company is an environment where there is often a conflict of interest between shareholders and the company or between shareholders themselves. For this reason, the duty of loyalty primarily defines the terms "purpose" and "interest" of the company and similarly, the shareholders identify the "motive" for which shareholders most often join the joint-stock company and their partial "interests". Subsequently, a general description of the duty of loyalty...
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Consumer loan
Červenka, Marek ; Liška, Petr (advisor) ; Flídr, Jan (referee)
Consumer loan Abstract This diploma thesis deals with the topic of consumer loans, specifically with the regulation of contracts in which a consumer loan is arranged, contained in the Consumer Credit Act, with aim to provide analysis of such regulation, identify its deficiencies and provide suggestions for eliminating these deficiencies. The first chapter deals with basic terms, the definition of which is necessary for further dealing with the issue of consumer loans. The chapter therefore contains definitions of terms credit, consumer, and consumer loan. Following the definition of these terms, this chapter also deals with credit contract, loan contract, consumer protection and P2P consumer loans. The second chapter deals with the special legal regulation of consumer loans represented by the CCD Directive, the MCD Directive and the Consumer Credit Act which transposes the said Directives. There is also mentioned the now repealed Directive 87/102/EEC and Act No. 321/2001 Coll., which transposed said Directive. The third chapter, together with the fourth chapter, represents the core of the whole thesis, when the third chapter contains an analysis of the regulation of the loan credit agreement. However, it does not focus only on Part Seven of the Consumer Credit Act, but also on the process of concluding a...
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Tortious Liability of a Member of a Statutory Body of a Business Corporation Towards Third Parties
Flídr, Jan ; Pelikánová, Irena (advisor) ; Elischer, David (referee) ; Rozehnal, Aleš (referee)
The dissertation addresses liability borne by members of statutory bodies (directors) for damage caused to third parties (parties not involved in the relevant corporation) where the director commits a tort in discharge of his/her tasks for the corporation, as stipulated under the general provisions of tort law. The dissertation is structured into an introduction, four chapters and a conclusion. The first chapter outlines the foundations for the analysis of directors' liability for torts. In the second chapter, the author tackles the topic of liability that directors bear under civil law for any tortious acts they commit, concluding that directors are liable to compensate any damage caused by a tort committed by them while acting for the relevant corporation. The director's personal liability vis-à-vis the aggrieved party for any tort committed is not prejudiced by the fact that the director committed the tort while performing his/her tasks; this circumstance only means that the tort will be attributed to the legal person, which then is liable for the tort together with the director. The author primarily argues here that the principles governing legal representation are not applicable to torts committed by directors, and the legal consequences of the tort thus cannot be attributed solely to the legal person...
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Study Logistic Concept in Manufacturing Company
Flídr, Jan ; Šimeček, Jan (referee) ; Jurová, Marie (advisor)
The thesis is focused on the implementation of kanban system in the company Daikin Device Czech Republic s.r.o. The theoretical part describes the principles of logistics, lean production and inventory management, including their basic tools and methods. In the practical part of the thesis, Daikin Device Czech Republic Ltd. is introduced, where the analysis of the current state of supply logistics in the production hall is performed. Based on the analysis is designed kanban system including the way of its implementation. Furthermore, the risks of kanban system implementation are analyzed. Finally, the economic and uneconomic benefits of the kanban system for the company are evaluated.
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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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China's economic development in the 21st century: problems and perspectives
Flídr, Jan ; Jiránková, Martina (advisor) ; Hnát, Pavel (referee)
This paper focuses on China in the new century and actual problems which chinese economy faces. For better understanding of contemporary growth is this paper concerned with important history moments of chinese history. The actual situation of chinese economy is analysed with rate of GDP growth,development of international trade and foreign direct investments. The main part of this paper is focused on actual problems of chinese economy. Especially on chinese export-oriented economy, bad condition of banking sector, decreasing quality of environment, high consumption of resources and difference between chinese regions. Last part of this work is about the influence of the crisis which has started in 2008 and has great importance in actual development of chinese economy.
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