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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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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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