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Intermediated Holding of Securities
Vondráček, Ondřej ; Černá, Stanislava (advisor) ; Elek, Štefan (referee) ; Pelikánová, Irena (referee)
Ph.D Thesis Mgr. Ondřej Vondráček LL.M Intermediated Holding of Securities September 2010 1 ABSTRACT This thesis deals with the phenomenon of the intermediated holding of securities which has recently changed the perception of the legal nature of securities as well as the rights connected with them. The intermediated holding of securities is a relatively new notion in the area of capital markets and securities law. In the same way globalisation has transformed the approach to the commerce of tangible goods it has also changed the market environment for the abstract creations represented by securities and rights connected with them. The impact of this metamorphosis has meant that securities are no longer traded as goods requiring physical transfer and delivery but are instead increasingly traded as intangibles circulating only through changes made to electronic records in securities accounts. When financial markets were dominated by certificated securities their holders had a direct relationship, both to the security and to its issuer. Due to the operation of a double legal fiction which, on the one hand, incorporated the rights flowing from the securities in the certificate serving as a corporeal means of transport for the record of these rights, and, on the other, granted to this certificate the status of...
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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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Freedom of contract and its limitation in the business relationships
Majchrák, Michal ; Pelikánová, Irena (advisor) ; Marek, Karel (referee) ; Horáček, Vít (referee)
Freedom of contract is one of the fundamental principles of private law. Most pronounced is the principle of contractual freedom in business contractual relationships, in which is admitted the highest degree of contractual freedom. Contractual freedom is often generally associated with the rule that what is not forbidden is allowed, ie. if the legal regulation does not prohibit any contractual arrangement, is such an arrangement allowed. This understanding of freedom of contract is very simplistic and misleading and thus in many cases incorrect. Given that freedom of contract is seen as a rule or principle, approach to it is fairly spontaneously and in search of answers to the question of legality or illegality of certain contractual arrangements, the progress is often intuitively and based on ad hoc reasoning the contractual freedom is in individual cases either accepted or rejected. One reason for this approach is the fact that there have been no more precise rules for a differentiation of non- mandatory and mandatory legal rules. Their differentiation is for the recipients of legal rules crucial because it gives an answer to the question, how far reaches their liberal sphere, in particular, if the contractual freedom is in the particular legal issue enabled or not. A lack of structure and...
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Analysis of merger regulation and economical criteria
Gonda, Pavel ; Černá, Stanislava (advisor) ; Pelikánová, Irena (referee) ; Rozehnal, Aleš (referee)
Analysis of merger regulation and economical criteria Abstract: The United States of America has been the cradle of merger regulation. During the last century, the application of rules connected with merger assessment was evolving in connection with the then-prevalent economic schools (for example the University of Chicago, etc.) and in connection with the amount of regulation of American economy during certain periods. The Courts make decisions whether or not a merger leads or does not to a significant lessening of competition, whereas the petitioners can be persons affected by relevant merger, states or federal antitrust Agencies (FTC or DOJ). The notifications of the merging parties are being filed with the above Federal Antitrust Agencies according to the Hart-Scott-Rodino Antitrust Improvements Act. There are two possible anticompetitive effects of mergers - unilateral effects and coordinated effects. Both effects complement each other. These effects can be prevented by efficiency gains of the merged entity. The merger assessment in the European Union or the Czech Republic is relatively new in comparison with the US. In contrast to the US, the concentrations in the EU and the Czech Republic are cleared by the Antitrust Agencies (namely the European Commission or Czech Competition Office). The decisions...
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Intermediated Holding of Securities
Vondráček, Ondřej ; Černá, Stanislava (advisor) ; Elek, Štefan (referee) ; Pelikánová, Irena (referee)
Ph.D Thesis Mgr. Ondřej Vondráček LL.M Intermediated Holding of Securities September 2010 1 ABSTRACT This thesis deals with the phenomenon of the intermediated holding of securities which has recently changed the perception of the legal nature of securities as well as the rights connected with them. The intermediated holding of securities is a relatively new notion in the area of capital markets and securities law. In the same way globalisation has transformed the approach to the commerce of tangible goods it has also changed the market environment for the abstract creations represented by securities and rights connected with them. The impact of this metamorphosis has meant that securities are no longer traded as goods requiring physical transfer and delivery but are instead increasingly traded as intangibles circulating only through changes made to electronic records in securities accounts. When financial markets were dominated by certificated securities their holders had a direct relationship, both to the security and to its issuer. Due to the operation of a double legal fiction which, on the one hand, incorporated the rights flowing from the securities in the certificate serving as a corporeal means of transport for the record of these rights, and, on the other, granted to this certificate the status of...
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