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Legal regime of a group company after recodification of private law in the CR
Srb, Jaroslav ; Černá, Stanislava (advisor) ; Štenglová, Ivanka (referee)
Legal regime of a group company after recodification of private law in the CR This master thesis is devoted to the group of companies law in a broader sense of the business groups, including the terms influential entity and influence, after the recodification of private law in the Czech Republic. The thesis is composed of seven chapters. Chapter one briefly characterizes the term group of companies law, its two main models of regulation - the German and French approach, including the Rozenblum concept and a comparison of these two models. Subsequently, it presents the European regulation of the group of companies, along with its development and impact on the legal systems of the member states of the European Union. Lastly, a legal basis of the new legislation in the Business Corporations Act is considered. Chapter two describes certain legal terms of the Business Corporations Act, in terms of acting in concert and majority member. Chapter three defines the term and the characters of the group of companies in the sense of the business groups, and it also points to the reasons why the grouping occurs. Chapter four explores the essential elements of influential entity and influence as an institute that is applied within the particular types of the group of companies. In connection with the term...
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Czech and European law of corporate groups - background and prospects
Chaloupka, Jiří ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Law of corporate groups deals with legal issues arising from the economic unity of the corporate group as a whole and the separate legal personalities of its individual members. This leads to a conflict between the interests of a parent company and the interests of its subsidiary. By using a comparative method, I analyzed in this thesis the laws of Germany, France, Great Britain and the U.S. to see how these countries regulate corporate groups and how they deal with the problems associated with them. Generally, legal approaches to the regulation of corporate groups can be divided into two groups - the German model that creates a complex system of special rules regulating corporate groups, and a model that regulates only specific aspects of corporate groups and leaves the solution of all other problems to the general regulation of corporations and judicial decisions. In the German model, it is possible to prefer the interests of the whole group at the expenses of the interests of a subsidiary under certain conditions, whereas the majority of legal systems adhere to the duty of loyalty. Moreover, the majority of legal systems prefer to provide instruments for the direct protection of subjects endangered by the creation of a corporate group, while German law focuses mainly on protection of the subsidiary....
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Business Management in the Transnational Relations
Králik, Dominik ; Pauknerová, Monika (advisor) ; Rozehnal, Aleš (referee) ; Dolanská Bányaiová, Lucie (referee)
This dissertation deals with the institute of business management with a transnational element. At the beginning of the thesis there are given three basic goals of the work. Their common feature is the effort to make the internal market of the European Union more effective. In the first chapter there are two questions discussed: on the one hand the actuality of the problem and on the other hand the perspective of the chosen topic. The first chapter also brings the definition of the term business management, while in the second chapter there are already described possible interventions into business management under Czech law. In principle, it is possible to distinguish two different forms of intervention, namely internal and external intervention. Under Czech law, the internal intervention represents the institute of the requested instruction and the external intervention the institute of the concern instruction. Through both forms of intervention, a foreign person can exercise its influence on Czech company. The third chapter is in its essence legal comparatistics and deals with the possibilities of intervention into business management under selected legal orders. The fourth chapter seeks to collect laws regulating international concern relations. The fifth chapter handles with collisional...
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Legal regime of a group company after recodification of private law in the CR
Srb, Jaroslav ; Černá, Stanislava (advisor) ; Štenglová, Ivanka (referee)
Legal regime of a group company after recodification of private law in the CR This master thesis is devoted to the group of companies law in a broader sense of the business groups, including the terms influential entity and influence, after the recodification of private law in the Czech Republic. The thesis is composed of seven chapters. Chapter one briefly characterizes the term group of companies law, its two main models of regulation - the German and French approach, including the Rozenblum concept and a comparison of these two models. Subsequently, it presents the European regulation of the group of companies, along with its development and impact on the legal systems of the member states of the European Union. Lastly, a legal basis of the new legislation in the Business Corporations Act is considered. Chapter two describes certain legal terms of the Business Corporations Act, in terms of acting in concert and majority member. Chapter three defines the term and the characters of the group of companies in the sense of the business groups, and it also points to the reasons why the grouping occurs. Chapter four explores the essential elements of influential entity and influence as an institute that is applied within the particular types of the group of companies. In connection with the term...
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Holding company as matter of fact (selected issues)
Zvolánek, Jakub ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Holding company as matter of fact In the 19th century the concept of artificial legal persons as independent legal entities separate from their shareholders was created. The joining of companies into corporate groups is in contradiction with the abovementioned concept. Nevertheless, corporate groups are a reality and every legislator had to deal with this issue and create sufficient legislation, considering the protection of minority shareholders on the one hand and the possibilities of the evolution of corporate groups on the other hand. Current Czech legislation regarding corporate groups is more than 10 years old and yet there are still contradictions in the interpretation of the basic provisions of the law of corporate groups amongst experts. My thesis is divided into two parts: the first part consists of the interpretation of the basic provisions of the Commercial Code regarding corporate groups. I used all the basic methods of interpretation, especially the comparison of different expert opinions to provide complex and clear interpretation. The goal of the first part was to point out the abovementioned contradictions and offer my own point of view to readers. In the second part of the thesis, I focused on the option of the holding company to force the controlled company to enter into an...
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Czech and European law of corporate groups - background and prospects
Chaloupka, Jiří ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Law of corporate groups deals with legal issues arising from the economic unity of the corporate group as a whole and the separate legal personalities of its individual members. This leads to a conflict between the interests of a parent company and the interests of its subsidiary. By using a comparative method, I analyzed in this thesis the laws of Germany, France, Great Britain and the U.S. to see how these countries regulate corporate groups and how they deal with the problems associated with them. Generally, legal approaches to the regulation of corporate groups can be divided into two groups - the German model that creates a complex system of special rules regulating corporate groups, and a model that regulates only specific aspects of corporate groups and leaves the solution of all other problems to the general regulation of corporations and judicial decisions. In the German model, it is possible to prefer the interests of the whole group at the expenses of the interests of a subsidiary under certain conditions, whereas the majority of legal systems adhere to the duty of loyalty. Moreover, the majority of legal systems prefer to provide instruments for the direct protection of subjects endangered by the creation of a corporate group, while German law focuses mainly on protection of the subsidiary....
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Tax aspects of Holding Law
Michalíková, Jana ; Marková, Hana (advisor) ; Tůmová, Jaroslava (referee)
Práce je sumarizací jednotlivých institutů týkajících se koncernů v daňovém právu, objasňuje jejich význam a účel a zároveň na několika postřezích z praxe ukazuje jejich skutečné praktické dopady. Zhodnocuje právní úpravu koncernů z daňového hlediska a poskytuje načrtnutí možného dalšího vývoje této oblasti finančního práva. Daňová úprava koncernů je podrobněji analyzována z hlediska transakcí v rámci koncernů, příjmů a výdajů souvisejících s koncerny i oblasti daně z přidané hodnoty.
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