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Companies in private international law
Džoldoševa, Seda ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
This thesis attempts to summarise and analyse a legal treatment of companies in international private law. An important term used throughout the thesis is "personal statute of a legal person". Personal statute of a legal person is an institution that decides whether the organised entity has its own legal presence and which legal system governs its relations. We use two basic theories for determination of a personal statute of a legal person, the incorporation theory and the real seat theory. The incorporation theory is based on an idea that the personal statute of a legal person is a legal system the company is founded in. The real seat theory is related to the problematic idea of an actual residence, a place where the company actually conducts its business, where its management resides or where it is in fact controlled from. Since the consensus in determination of a private statute was not agreed upon, each state uses a different principle. Whilst the incorporation theory in its consequence supports the advancement of trade and is more flexible towards the companies, the real seat theory offers more legal certainties. The so called Delaware effect is considered to be a main weakness of an incorporation theory, which is a situation when the companies are based in states with favourable legislature,...
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Companies in private international law
Lembas, Jan ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
The objective of this thesis is to analyze legal framework of companies in private international law with focus on cross-border mobility of companies in the EU. The work consists of an introduction, five chapters and a conclusion. In the first chapter, the basic terminology used in the work and terms of private international law, collision standards, legal entities (persons) and companies are presented and defined. The second chapter is devoted to the personal statute of company and analyzes main theories of determining a personal statute - the incorporation theory and the real seat theory, their advantages and disadvantages are discussed and their comparison is mentioned at the end of the chapter. Incorporation theory enables cross-border transfer of company seats and defines law applicable to company forever, real seat theory has a protective function. Whereas incorporation theory uses the foundation of a company to determine applicable law, real seat theory uses the real seat of a company, the actual place where the company centers its activity. The third chapter discusses the subject from the point of view of the EU law. The freedom of establishment as legal basis for the movement of companies within EU is analyzed as well as basic articles of primary law regarding right of establishment....
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Companies in private international law
Džoldoševa, Seda ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
This thesis attempts to summarise and analyse a legal treatment of companies in international private law. An important term used throughout the thesis is "personal statute of a legal person". Personal statute of a legal person is an institution that decides whether the organised entity has its own legal presence and which legal system governs its relations. We use two basic theories for determination of a personal statute of a legal person, the incorporation theory and the real seat theory. The incorporation theory is based on an idea that the personal statute of a legal person is a legal system the company is founded in. The real seat theory is related to the problematic idea of an actual residence, a place where the company actually conducts its business, where its management resides or where it is in fact controlled from. Since the consensus in determination of a private statute was not agreed upon, each state uses a different principle. Whilst the incorporation theory in its consequence supports the advancement of trade and is more flexible towards the companies, the real seat theory offers more legal certainties. The so called Delaware effect is considered to be a main weakness of an incorporation theory, which is a situation when the companies are based in states with favourable legislature,...
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Companies in private international law
Botová, Hana ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
Companies in private international law Abstract The purpose of my thesis is to analyze the regulation of companies in private international law with the focus on the possibilities of cross-border movement of companies. In today's globalized society, the mobility of companies affects both economy of the state and lives of the employees, creditors and other parties. It is therefore subject to regulation. State's conflict of laws rules are based on two main methods to determine the status of the company, i.e. the incorporation doctrine and the real seat doctrine. These two doctrines are clashing in many aspects. The thesis is composed of an introduction, followed by five chapters, and a summary. Chapter One is introductory and defines basic terminology used in the thesis: the terms company and private international law. The second chapter explains the concept of status of a company and analyses the incorporation theory, the theory of real seat and the theory of super-addition. It also deals with the cross-border transfer of seat. Chapter Three examines Czech legislation regarding the personal status of a company. It explains the historical background and recent Czech concept of the incorporation theory, addresses the issue of seat in Czech law and investigates the regulation of cross-border transfer of seat....
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Private international law from a comparative perspective (comparison of a particular segment in Czech law and the law of a selected country): International company law in the Czech Republic and in the Federal Republic of Germany
Lindauerová, Natálie ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee)
Summary: Private international law from a comparative perspective (comparison of a particular segment in Czech law and the law of a selected country): International company law in the Czech Republic and in the Federal Republic of Germany The purpose of this thesis to familiarize reader with the regulation of companies in private international law in the Czech Republic and in the Federal Republic of Germany. This thesis primarily compares the approaches of these two states to the methods of determining the personal status of the company and to the regulation of companies in general. Significant part of this thesis is therefore being focused on to the incorporation theory and real seat theory. Due to the membership of both of the states in the European Union, this thesis also deals with the European regulation of companies and analyzes the case law relating to the personal status and relocation of companies within European Union. This thesis is divided in six chapters. The first chapter explains the concept of international private law and international company law. The second chapter discusses the status of the company and basic theoretical approaches to its determination. This chapter is mainly dedicated to the incorporation theory and real seat theory. The third chapter is devoted to the Czech regulation...
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Companies and their mobility in the European context
Belloňová, Pavla ; Pauknerová, Monika (advisor) ; Brodec, Jan (referee) ; Poláček, Bohumil (referee)
With regard to the gradual economic globalisation markets of States become more and more interconnected, especially so in the European Union which aims to create a single internal market without internal borders and barriers to the free movement of goods, persons, services and capital. Naturally, it influences behaviour of economic participants on the market. With increase of competition it is necessary to be more innovative, active and to search for new opportunities for expansion not only in one's own State but also abroad which entails entering into relations with foreign entities. In the course of time it might be useful or even necessary to relocate the place of business. Such need might not and, indeed, does not concern only natural person but also legal entities such as companies. However, the status of companies in cross-border relations has some specific features in comparison to the status of natural persons. A company is only an artificial product of law, a mere legal fiction, and therefore, its existence is much more closely linked with a specific legal order. A company has legal personality only insofar as some legal order acknowledges it. Different approaches how to link a company to a certain State have been evolved in different States - either the connecting factor is the statutory...
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Companies in Private International Law
Lörincová, Radka ; Pauknerová, Monika (advisor) ; Kučera, Zdeněk (referee)
- Companies in Private International Law The purpose of this diploma thesis is to examine regulation of companies in private international law in the Czech Republic and also from the European Union law perspective. The thesis is divided into four main chapters. First chapter provides a brief definition of the basic legal concepts that are central to this thesis - definition of a company and definition of a private international law. Second chapter explains the concept of lex personalis and two opposing conflict of law theories, which link companies to a certain system of law; the incorporation theory and the real seat theory. Third chapter focuses on the relevant Czech legislation, especially on the Czech Commercial Code, which contains provisions on determining lex personalis of a company as well as rules on cross-border transfer of seat of a company. Forthcoming re-codification of private law in Czech Republic is also discussed with regard to the regulation of companies in private international law. Fourth, the most extensive chapter of this thesis describes and analyzes the European Union law relating to the freedom of establishment of companies. First, the very concept of freedom of establishment is explained with references to primary EU law. Subsequently, six landmark decisions of the Court...
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