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Private law consequences of violation of the duty to act with the diligence of a professional manager of a member of an elected body of a capital company
Haluzíková, Veronika ; Josková, Lucie (advisor) ; Tomášek, Petr (referee)
Private law consequences of violation of the duty to act with the diligence of a professional manager of a member of an elected body of a capital company This thesis deals with the private law consequences of violation of the duty to act with the diligence of a professional manager of a member of an elected body of a capital company. Considering the big extent of all the existing private law consequences, I have chosen to focus on only two selected ones, which are the statutory guarantee of a member of an elected body in the extent of not compensated damage that this member has caused to a company and the duty to reimburse any unfair advantage gained in connection with violation of the duty to act with the diligence of a professional manager. The thesis is divided into three main parts. First part deals briefly with defining the duty to act with the diligence of a professional manager. There are examined the two main parts of this duty, which are the duty of loyalty and the duty of care. The second part of the thesis focuses on the first selected private law consequence which is the statutory guarantee of a member of an elected body, regulated in the civil code. There are analysed the main conditions for the creation of the statutory guarantee and the relation between them. Attention is also given...
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A Legal Entity as a Member of the Governing Body of a Limited Company
Filipová, Lucie ; Čech, Petr (advisor) ; Josková, Lucie (referee)
This diploma thesis deals with the institute of the membership of a legal entity performing the office of a governing body's member of a limited company. Since the New Civil Code and the Law on Commercial Corporations have entered into force, this very institute was given formed, however not full-range, legal framework. The thesis is divided into seven chapters. The opening part outlines the basic issues of the thesis, linked to the conception of a legal entity due to the theory of fiction. The second chapter is dedicated to the conditions that have to be fulfilled by the legal entity as well as its representative for the performance of the office of a governing body of a limited company. The third chapter analyses in detail the way of the representation of the legal entity performing the office of a governing body's member, with regard to the disputable questions in particular, such as the scope of a representative's competence, substitute representation and the matter of the joint statutory body. Within the fourth chapter, the attention is paid to responsibilities linked to the performance of the office by a legal entity, especially to the duty to perform such office with the duty of care, as well as the matter of the conflict of interests. The fifth chapter is dedicated to the particular types...
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