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A comparison of liability of a governing body member for debts of a business corporation due to the breach of duty to prevent insolvency of the corporation and wrongful trading
Krupičková, Petra ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Comparison liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency and wrongful trading The aim of thesis is to compare liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency and wrongful trading. The reason for choosing this topic was discussion which was last two years about extent of liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency in Czech Republic. The work is divided into three chapters. Chapter one provides a general overview of the liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency. It explains very wide extent of personal liability which the legislature provided not only to members of the boards of directions, but also the influential and controlling person Business Corporation. Furthermore, I analyze the enactment of the new duty to strive to avert bankruptcy and its impact on the members of the board of directors, as well as the newly enacted type of liability, based on a judicial decision. This part deals with questions such as, what extent can be expected in this type of liability, how will accessorial guarantor relationship or what...
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Status of influential person in a business grouping other than group of companies taking into account British legal regulation
Koenigová, Terezie ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
in English This diploma thesis deals with the field of commercial law concerning corporate groups. It focuses mainly on the influential person and its position and the emphasis is on the influence exercised and the consequences that the performance may cause. A substantial part of the thesis is devoted to the tools available to a person influenced and creditors in cases where the consequences foreseen by law are caused. The second part of the thesis deals with the same issue, but in terms of the legal order of the Great Britain. There is no regulation of this area of corporate law conceived as comprehensively as it is in the legal framework of the Czech Republic. The diploma thesis therefore focuses on the individual provisions of various legal regulations, which in this context protect the influenced/ subsidiary companies and their creditors. The final part is devoted to the comparison of both legal systems with the emphasis on comparing similar legal provisions as well as issues that are not regulated in the Czech legal framework. By comparison, I conclude that the Czech legislation provides a more suitable environment for the status of an influential person, the functioning of corporate groups, the protection of persons influenced and their creditors.
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Duty of members of elected bodies and other persons to prevent threatened insolvency of business corporation and consequences of breach of the duty
Beneš, Tomáš ; Čech, Petr (advisor) ; Černá, Stanislava (referee)
Duty of members of elected bodies and other persons to prevent threatened insolvency of business corporation and consequences of breach of the duty Abstract This diploma thesis deals with the area of civil, commercial and insolvency law. It focuses in particular on the duty of directors of a business corporation and other persons to prevent threatened insolvency with emphasis on the legal regulation of the consequences of breach of such duty. This diploma thesis is divided into four main chapters, where the most important one is the second chapter. The chapters in the diploma thesis flow continuously and logically which facilitates the reader's orientation in the subject. The first chapter defines the basic terms related to the discussed topic which are subsequently used throughout the diploma thesis. Emphasis is placed on the duty of care, whose breach is a prerequisite for the application of the sanctions described in the second chapter. The second chapter deals with the consequences of the breach of the duty to prevent threatened insolvency. The consequences are analysed in detail and the issues over which the legal consensus is missing are set out in the analysis. Different views on these uncertain points in the legislation are set out, and the thesis takes a critical approach in this matter and...
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Secondary liability and disqualification of a member of the board of a limited company as consequences of his breach of the duty to avert imminent damage
Novák, Vojtěch ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The aim of this thesis is to analyse the directors disqualification provisions (SS.63-67 BCA) and wrongful trading provisions (S.68 BCA) and to provide their comparison in the light of British model regulation. First chapter is introductory and provides a brief introduction into the topic. Second chapter deals with the law & economics aspects of the regulation. More specifically it introduces various stakeholders in company and their interests and incentives. Third chapter focuses on the relationship between the director and the company. Further attention is paid to the managerial contract, the duty to avoid insolvent liquidation, the duty of care and the business judgement rule. Fourth chapter deals with the director's liability towards the company. Fifth chapter relates to the directors disqualification. In this chapter grounds for disqualification are dealt with as well as temporal, personal and territorial reach of the directors disqualification. Further attention is paid to the consequences of disqualification and consequences of a breach of the disqualification order. Sixth chapter looks at Company Directors Disqualification Act and finds similarities and differences in both regulations. Seventh chapter looks at the wrongful trading provisions contained in the BCA. Adequate attention is...
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A comparison of liability of a governing body member for debts of a business corporation due to the breach of duty to prevent insolvency of the corporation and wrongful trading
Krupičková, Petra ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Comparison liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency and wrongful trading The aim of thesis is to compare liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency and wrongful trading. The reason for choosing this topic was discussion which was last two years about extent of liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency in Czech Republic. The work is divided into three chapters. Chapter one provides a general overview of the liability of statutory representatives for company's debts in case of breach of the duty to strive to avoid insolvency. It explains very wide extent of personal liability which the legislature provided not only to members of the boards of directions, but also the influential and controlling person Business Corporation. Furthermore, I analyze the enactment of the new duty to strive to avert bankruptcy and its impact on the members of the board of directors, as well as the newly enacted type of liability, based on a judicial decision. This part deals with questions such as, what extent can be expected in this type of liability, how will accessorial guarantor relationship or what...
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Liability of shareholders and other persons for debts of the company (multinational included)
Guričová, Jana ; Čech, Petr (advisor) ; Patěk, Daniel (referee)
Liability of shareholders and other persons for debts of the company (multinational included) This master thesis is devoted to the issue of the legal liability of shareholders and others for debts of the company in consequence of their influence on the company or in case of its insolvency. The former is not a wholly new institute in Czech law, however it raises many new questions especially because of its broader concept. The latter is an entirely new issue in the Czech legal system which was influenced by the English concept called wrongful trading. The thesis is composed of five chapters. Chapter one briefly presents the concept of limited liability of the shareholders, its development, significance and criticism, including certain means that are used by the legal systems and courts to break the limited liability under some specific circumstances. Chapter two points out certain legal devices that had provided protection for creditors and that were abandoned, which may leads to the higher importance of the legal liability of the shareholders and other persons connected with the company. Chapter three concerns the concept of influential and controlling person, and also explains the concept of shadow director and de facto director under English law. Subsequently it presents certain categories of...
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