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Rights of qualified shareholders
Hlavinková, Karolína ; Tomášek, Petr (advisor) ; Patěk, Daniel (referee)
Rights of qualified shareholders Abstract This thesis addresses the legal regulation of qualified shareholders and their rights, the primary purpose of which is to strengthen the position of these shareholders in the company and to protect them from the influence of the majority shareholder. The main objective of this thesis is to carry out a detailed analysis of their individual rights and to analyse and evaluate the advantages and disadvantages of the legal regulation with the help of academic literature and conclusions of court practice. The thesis is systematically divided into three main parts, which are further divided into individual chapters and sections. In the first part of this thesis, an analysis of the terms relevant to it is made. These include the definition of joint stock company and shareholder and the distinction between majority, minority and qualified shareholder. This is followed by a description of the reasons for the protection of qualified shareholders. The core of the thesis is in its second part, which aims to analyse the various rights that qualified shareholders have. Such rights go beyond the catalogue of ordinary shareholder rights. These include the right to request the convening of a general meeting (Section 366 et seq. of the Act on Business Corporations), the right to...
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The rights of a limited liability company member to information on the company and to inspect the company documents
Gloserová, Anna ; Flídr, Jan (advisor) ; Patěk, Daniel (referee)
1 Název diplomové práce v anglickém jazyce: The rights of a limited liability company member to information on the company and to inspect the company documents Abstrakt v anglickém jazyce The aim of this thesis is to analyse the legal regulation of the right of a shareholder of a limited liability company to information about the company and to inspect the company's documents. The thesis is divided into an introduction, five parts defining the nature of a limited liability company and membership in it and analysing the right to information largo sensu in a limited liability company and a conclusion. In the first part, the author of the thesis focuses on placing the subject matter in the context of limited liability company law, so that the nature of membership in a limited liability company, as well as the nature of this form of commercial corporation as such, becomes clear for the purposes of the following sections. The second part deals with the genesis of the legal regulation of information law in the limited liability company in our territory. Furthermore, in this part of the thesis, the author's aim is to characterize the shareholder's right to information and to inspect the company's documents, mainly with the support of jurisprudential definitions. The third part focuses on the exercise of the right...
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The application of the Best Value Approach in the public procurement procedure under the Czech law
Ševčíková, Jana ; Patěk, Daniel (advisor) ; Horáček, Tomáš (referee)
1 The application of the Best Value Approach in the public procurement procedure under the Czech law Abstract This rigorous thesis concerns a specific approach to awarding of public contracts called the Best Value Approach (hereinafter referred to as " BVA") which has been gaining popularity in recent years in various countries in the world, including the Czech republic. In the first place, the aim of this thesis is to describe the BVA and to define its general principles and specific procedures applied to fulfil these principles. Following the above, this thesis aims to analyse the relationship between the BVA and the Czech legal regulation of public procurement, i.e., verify which instruments regulated by the Act No. 134/2016 Coll., on the award of public contracts, as amended (hereinafter referred to as "ZZVZ"), comply with at least some of the defined BVA principles and enable the application of this approach to awarding of public contracts under the Czech law. The first part of this thesis is focused on brief introduction of the Czech legal regulation of awarding of public contracts, its position in the Czech legal system, specific legal regulations of public procurement and the entities executing the supervision of compliance with these legal regulations and their interpretation. The second part of...
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Activities of Instagram influencers from the perspective of the Act to Regulate Advertising
Kubištová, Kristýna ; Patěk, Daniel (advisor) ; Hurychová, Klára (referee)
Activities of Instagram influencers from the perspective of the Act to Regulate Advertising Abstract The diploma thesis deals with the issue of influencer marketing on the Instagram platform as a modern form of advertising, which is being used by social media influencers. It focuses primarily on the issue of regulation of advertising on the Instagram platform, specifically on hidden advertising, i.e. the rules, suitability and efficiency of labeling advertising collaborations between ordering parties (businessmen) and influencers. In the 1st and 2nd chapters can be found definitions of associated terms such as influencer marketing and its forms, an influencer, the Instagram as a social medium and an advertisement, including its different types such as teleshopping, product placement and sponsoring. This part of the thesis takes into account both legal and also marketing aspects of the topic and thus connects both fields. The core part of the diploma thesis in the 3rd chapter is devoted to the analysis of unfair business practices consisting of a hidden business purpose. This chapter also includes a comparison of the approach to these matters in other states (especially Germany and Sweden) through their jurisprudence. The issue of labeling advertising posts on Instagram is then analyzed in the 4th chapter of...
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Non-competition clause in M&A transactions from the perspective of Competition Law
Pavlík, Filip ; Patěk, Daniel (advisor) ; Pelikán, Robert (referee)
The presented thesis with a title "Non-competition clauses in M&A transactions from the perspective of Competition Law" aims to comprehensively analyse the question of conclusion of non-competition clauses with emphasis on the context of M&A transactions and the reasons for their conclusion. The main contribution of this thesis is to provide a comprehensive overview of the conditions of validity of non-competition clauses when these are observed, it is possible to consider the non-competition clause as agreed between the parties of the relevant M&A transaction as justified and proportionate, with a minimum risk of such clause being revoked. In the first chapter, I am dealing with the concept of M&A transactions, individual types of M&A transactions and their division. At the end of this chapter, the importance of the non- competition clauses is outlined with reasons why they are concluded within M&A transactions. In the second chapter, I have focused on the general characteristics of competition and prohibition of competition. This chapter also deals with the non-competition clauses themselves in M&A transactions and the adjustment of these clauses in accordance with the Commission Notice on restrictions directly related and necessary to concentrations (2005/C 56/03). The third chapter deals with...
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Dual food quality as misleading commercial practice
Kotápišová, Petra ; Patěk, Daniel (advisor) ; Liška, Petr (referee)
61 Dual food quality as a misleading commercial practice Abstract The presented thesis deals with the issue of dual quality of food as a misleading commercial practice, both before and after the amendment of the Unfair Commercial Practices Directive from 2019. The aim of this thesis is to describe the commercial practice of dual food quality, to classify it to the system of unfair commercial practices under the Unfair Commercial Practices Directive and the Consumer Protection Act and then to describe the amendment to the Unfair Commercial Practices Directive and its impact on the Czech legal system. In the first part, the dual quality of food is defined as a commercial practice in which producers place on the market of a Member State food product that has a different composition from food product sold in other Member States, although they are sold under the same brand and in the same or interchangeable packaging. At the same time, this part of the thesis describes the tests performed comparing the quality of food, which found that the dual food quality is not only a problem in the eastern countries of the European Union, but occurs randomly without a geographical or other pattern. The second part of the thesis focuses on the description of the system of legal regulation of unfair commercial practices. That...
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Selected aspects of legal regulation of ultimate beneficial owners registration
Vuová, Huyen ; Patěk, Daniel (advisor) ; Hurychová, Klára (referee)
Selected aspects of legal regulation of ultimate beneficial owners registration This thesis analyses the legal framework of the ultimate beneficial owners registration. The aim of this thesis is to provide an overal evaluation of the main objectives of the regulation and whether it is equipped with appropriate instruments to fulfil these purposes. The core analysis further discusses possible implications of the use of the regulation in related legal areas. The introductory part of the thesis provides a brief excursion into the historical development of the regulation and available law at the international, EU and domestic level in order to identify the goals and motives for the adoption of the regulation. Given how extremely recent the topic is, the first key part of the work involves a deeper analysis of the new regulation, with focus on the definition of the ultimate beneficial owner, their identification and registration. Discussion is led not only in light of the general objectives of the regulation, but also with regard to the specific aspirations set out by the legislators during the adoption of the thereof. The second part of the thesis focuses on the analysis of the position of the regulation within the constitutional order and of its potential conflicts with fundamental rights and freedoms...
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Unfair terms in consumer contracts
Pružinská, Lucia ; Čech, Petr (advisor) ; Patěk, Daniel (referee)
Unfair terms in consumer contracts Abstract This master thesis deals with the unfair terms in contracts concluded with consumers. Firstly, the main notions associated with the topic of unfair terms are described, especially the notion of consumer as it is a crucial term for the purpose of this thesis and notions related to it such as entrepreneur, or seller of goods and supplier of services, and consumer contract. Further it deals with the key EU legislation in the context of unfair terms, which is mainly the Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts. The principle of minimum harmonisation on which this Directive is based upon is also explained. Moreover, the case law of the Court of Justice of the European Union, which is indeed rich, considering the length of time period the Directive has already been in force, and has often undergone major developments, is one of the main focus points. In the light of the case law it aims to explain which terms are considered to be unfair, and which aspects are essential to that assessment. These include, for example, the concept of inadequacy and transparency, significant imbalance of rights and obligations or fairness. It explains how these concepts are interpreted and what are the consequences of such unfair terms, in particular...
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Responsible public procurement
Kubíska, Pavel ; Horáček, Tomáš (advisor) ; Patěk, Daniel (referee)
Responsible public procurement Abstract The thesis deals with the issue of responsible public procurement in the Czech Republic. Responsible procurement in the context of this work means the award of public contracts in which, in addition to satisfying the primary needs of the contracting authority, the secondary needs are otherwise satisfied or partially satisfied, which is mostly enshrined in the adopted policies of the state. That means public funds are used at a maximum efficiency. The aim of this work is to describe the legal environment of public procurement in the Czech Republic and to describe the possibilities for responsible procurement, which Act No. 134/2016 Coll., On the award of public contracts to contracting authorities. This work is divided into an introduction, seven chapters and a conclusion. The first chapters are devoted to the sources of public procurement law and basic concepts. Furthermore, the basic principles of public procurement law are described here. The following chapters deal in more detail with the concept of responsible public procurement and the possibilities that the contracting authority has for such procurement, including a description of the possibility of using the Best value approach. Chapter six briefly focuses on the issue of responsible procurement and the...
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Business contracts concluded with consumers
Svoboda, Radek ; Liška, Petr (advisor) ; Patěk, Daniel (referee)
Business contracts concluded with consumers Abstract The thesis focuses on the issue of two instruments of control over the content of the contract, which protect consumers from abuse of autonomy of will by the entrepreneur - the protection against unfair contract terms in consumer contracts and the protection against surprising clauses in consumer terms and conditions. The first part of the thesis deals with the issue of unfair terms in consumer contracts, the regulation of which is a transposition of Directive 93/13 EEC. In this part, the form of transposition into the Civil Code is discussed, including their shortcomings, and a comparison of the Czech regulation with the Directive is made. Attention is also paid to the forthcoming amendment to the Civil Code, which aims to remedy the shortcomings of the regulation. Firstly, the purpose of protection, the main principles underlying the protection and the scope of the regulation are presented. The issue of exceptions to the assessment of fairness as a guarantee of the preservation of the principle of autonomy of the will, is then analysed. Following this, the criteria of the fairness test, the procedure by which courts assess the unfair nature of contractual terms, are presented. This is followed by an analysis of the issue of lists of unfair terms. In the...
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