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Tax and Legal Implications of Cross-Border Mergers of Companies
Mikulová, Monika ; Vonková, Soňa (referee) ; Kopřiva, Jan (advisor)
This master thesis deals with the characteristics of cross-border mergers, particularly from a legal and tax perspective. The first part defines the basic concepts and legislation, which is related to the cross-border mergers. The second part deals with the analysis of cross-border mergers, in which participated Czech companies. The third part treats the selected states in terms of tax systems. From analyzed states is chosen the most profitable tax system for Czech companies considering cross-border merger.
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Terms of Merger
Vlasák, Tomáš ; Čech, Petr (referee) ; Josková, Lucie (referee)
The topic of this doctor thesis is the Terms of Merger as a fundamental document of this form of corporate transformation. The terms are drafted by the executives of each of the participating corporations at the early stage of the merger and provide for the fundamental legal, economic and accounting principles of the merger. The thesis is structured as to describe firstly the common requirements for all corporations of each legal form. The following section deals with the specific statutory requirements for each legal form of corporations. Finally, there are described specifics of the terms in case of a cross-border merger. Where appropriate the current regulation is supplemented by the most recent historical development. Since our legal regulation has undergone a significant development in the recent 25 years the thesis provides also for a description of certain merger specifics applicable in various European legislations, e.g. the possibility of a cross-border merger for a corporation residing in Switzerland, as a non-EU and non-EEC country, and a possibility of triangular mergers. From this description there follow certain proposals for amendments of the merger regulation that are summarized in the conclusion of this doctor thesis.
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Analysis of cross – border mergers in Czech Republic and Hungary
Haring, Tomáš ; Skálová, Jana (advisor) ; Vomáčková, Hana (referee)
Diploma thesis Analysis of cross border mergers in Czech Republic and Hungary consists of two parts theoretical and practical one. The first part briefly describes general terms that are necessary for better understatement in terms of mergers and acquisitions. The first half of the theoretical part focuses on key steps and regulations (law, accounting and taxes) that need to be fulfilled to make a cross border merger in Czech Republic. In the second half, the same steps are being analyzed, but from the Hungarian point of view. The last part, the practical one, shows the accomplished cross border mergers in Hungary from years 2013 to 2017. The main goal of the thesis is to explore the legal, accounting and tax aspects of cross border mergers in Czech Republic and in Hungary.
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New forms of cross-border transformation after the big amendment of the Transformation Act
Janíček, Marcel ; Čech, Petr (advisor) ; Eichlerová, Kateřina (referee)
The thesis deals with the new forms of cross-border transformation after the big amendment of the Transformation Act, which came to effect on 1 January 2012. The particular new options in the area of the cross-border transformations are analyzed in connection with the relevant case law of Court of Justice. The thesis follows the scheme of the Act, therefore the first chapter deals with general issues of cross-border transformations. This chapter identifies the conception of the cross-border transformation and then the categories of the entities which can participate in cross-border transformation. Then I deal with the various types of cross-border transformations. The first transformation analyzed is the cross-border merger. In addition to another the question of cross-border merger exclusively of Czech companies to foreign company is addressed in this chapter The next chapter deals with cross-border division. The special attention is paid to the possibilities of the cross-border division of societas europaea. The third chapter deals with the cross-border transfer of assets. Although even before the amendment the foreign person was allowed to take the assets of Czech company, Transformation Act now regulates this transformation much more in detail, including variation of the transfer of assets of a...
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Cross-border transformations of commercial companies
Rajdová, Denisa ; Dobiáš, Petr (advisor) ; Brodec, Jan (referee) ; Pauknerová, Monika (referee)
This thesis discusses a method of implementation of the freedom of company establishment in the form of cross-border transformations after the amendment of the Transformation Act, which came into force on 1 January 2012. This right which a company is guaranteed is analyzed in the context of relevant CJEU case law. This thesis follows the structure of the Act. The first part deals with general issues of cross-border transformations and is followed by a chapter on the types of cross-border transformations. The final part of this thesis is devoted to a discussion about the possible kinds of economic movation for the tranformations. The goal is to analyze the possibilities of cross-border transformations and to assess their historical development with respect to both major CJEU decisions and legislative activities of the EU and the Czech Republic.
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Analysis of Cross-border Mergers on the Czech Market in the Period 2018-2015
Plucarová, Iveta ; Žárová, Marcela (advisor) ; Skálová, Jana (referee)
This Master's thesis concerns cross-border mergers on the Czech market. The aim of the thesis is to identify their main trends. Though the theory of both cross-border and domestic mergers is mentioned, the emphasis is placed on the analytical part. The analysis is based on real life data of mergers which were realized from 2008 till 2015 and in which a Czech company took part. The research focuses on the development of quantity and type of cross-border mergers whose project was filed in the public register, quantity of finished mergers, number of participating companies and the country under whose legal system the participating companies operate, the position of Czech companies, ownership structure of participating companies, their legal form, reasons for realization of mergers, exchange ratio, decisive day assessment in relation with the balance sheet date and processing time of a cross-border merger.
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Tax and Legal Implications of Cross-Border Mergers of Companies
Mikulová, Monika ; Vonková, Soňa (referee) ; Kopřiva, Jan (advisor)
This master thesis deals with the characteristics of cross-border mergers, particularly from a legal and tax perspective. The first part defines the basic concepts and legislation, which is related to the cross-border mergers. The second part deals with the analysis of cross-border mergers, in which participated Czech companies. The third part treats the selected states in terms of tax systems. From analyzed states is chosen the most profitable tax system for Czech companies considering cross-border merger.
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Due Diligence in the Field of Mergers and Acquisitions
Dendisová, Zuzana ; Moravec, Tomáš (advisor) ; Čadílek, Jan (referee)
Diploma thesis "Due Diligence in the Field of Mergers and Acquisitions" analyses due diligence in perspective of Czech legal practice and clarifies the due diligence concept during M&A transactions. The first chapter is an introduction to due diligence . The second chapter is dedicated to international mergers and acquisitions. The third chapter explains due diligence in practice and the fourth chapter analyses benefits and risks of M&A.
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Účetní a daňové dopady přeshraničních fúzí kapitálových společností
Pávková, Helena
This thesis focuses on the issue of cross - border mergers of capital companies. The first part provides the insight into the Czech legal framework with respect to its commercial, accounting and tax aspects. The next part demonstrates an example of cross - border merger by acquisition with the Slovak public limited company transferring to Czech public limited company. Based on this example, recommendations are provided and suggestions are offered for successful carrying out of cross - border mergers in general.
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