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Contracting autonomy in construction of classes of shares and its limits
Kristanová, Lenka ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The theme of this diploma thesis is "Contracting autonomy in construction of classes of shares and its limits". Its aim is to answer the question to what extent is the contracting autonomy of shareholders limited, when it comes to construction of classes of shares. The answer is being found by means of a negative analysis that lists both statutory and case-law based limits that restrict that autonomy. It also presents legal consequences, from which suffer those classes of special shares that collide with the statutory provisions and the constructions of rights that are questionable or vague. This diploma thesis comprises of two chapters. Whereas the first one deals with the contracting autonomy in construction of classes of shares and its limits in Czech law, the second one do likewise in German law. The first chapter is divided into two sections. The first part describes a security and shares in general trying to bring out those of their specifics that are subject of further discussion of limits of the contracting autonomy in construction of classes of shares and particular classes of shares. The second section of the first chapter has two subsections. The first one addresses statutory and case-law based limits, which restrict the contracting autonomy of shareholders in construction of special...
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Types of shares in the regulation of the Business Corporations Act
Havrlík, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Types of shares in the regulation of the Business Corporations Act The purpose of this diploma thesis is to analyze, describe and elaborate changes that into the Czech legal order brought the Act No. 89/2012 Coll., the Civil Code and the Act No. 90/2012 Coll., on Companies and Cooperative association. The diploma thesis is divided into five chapters that process from the general to the specific issues and focus on foreign legal orders which deal with particular aspects of shares and types of shares. The first chapter of this thesis is focused on the general concept of security, its definitional delimitation and historical development of security as other property value and thing. Furthermore, this chapter deals with the concept of participating security and its importance in the new legislation. Finally, this thesis generally focuses on the possibilities of incorporation of rights and obligations into shares. The second chapter is a crucial part of this diploma thesis and deals with types of shares as such. Firstly, this chapter focuses on the interpretation of the term type of share and its definitional features. Subsequently, there is a part devoted to basic institutes of ordinary shares and preferred shares. The third chapter is devoted to shares with special rights, namely the legally enshrined...
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Contracting autonomy in construction of types of shares and its limits
Vižďák, Jozef ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The theme of this diploma thesis is "Contracting autonomy in construction of types of shares and its limits". It aimed to analyse the domestic legal regulation. Its effort was to set limits in the construction of types of shares. This was achieved especially through grammatical, logical, systematical and teleological interpretation of legal regulation, with help of law doctrine, and on the smaller scale by comparisons with foreign legal systems. It succeeded in analysing key provisions and setting limits that cannot be crossed when constructing types of shares. The aim of the diploma thesis was therefore fulfilled. It is stated that certain disputes arising from different interpretations of the same provision will be eliminated by amendment of legal regulation of business corporations which will in consequence strengthen legal certainty of participants of these legal relationships. The first chapter deals with concept and definition of share, as a part of registered capital of corporation, as a set of shareholder rights and obligations, and as a security. The second chapter handles the historical genesis of kinds of shares that could be constructed under the old legislation. Subsequently, it describes types of shares that are explicitly regulated by current legal regulation, namely ordinary shares,...
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Contracting autonomy in construction of classes of shares and its limits
Mandík, Kryštof ; Černá, Stanislava (advisor) ; Čech, Petr (referee)
Contracting autonomy in construction of classes of shares and its limits Abstract This diploma thesis focuses on the topic Contracting autonomy in construction of classes of shares and its limits. Giving today's trend of providing increasingly wider freedom to private persons to negotiate their rights and obligations differently from the law, this topic is still actual, whereas even opinions concerning individual partial issues are evolving. In addition, the topic is also actual with respect to already valid, yet ineffective, amendment to the Business Corporation act, which concerns shares and classes of shares as well. The goal of this diploma thesis is to explain the issue of classes of shares and the limits to contracting autonomy of founders, respectively shareholders in their construction. Although several legal publications about the most of partial issues have been written, many issues are answered inconsistently, therefore there is uncertainty among recipients of legal norms concerning what they can, and they cannot negotiate. Thesis is divided into three main parts (chapters) and several subchapters. System was chosen in a way the author of this thesis considers appropriate, so the described issues are explained continuously. The first part of this thesis focuses on the concept of the share. Its...
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Types of shares in limited companies
Šendera, Radek ; Čech, Petr (advisor) ; Josková, Lucie (referee)
Types of shares in limited companies Abstract This thesis focuses on (variety of) types of shares in limited companies (limited-liability company and joint-stock company). The possibility to create various types of shares (share classes) is one of the many changes brought by the Business Corporations Act. Even though many years have passed since its entry into force, the share classes remain relatively new matter which inevitably brings many uncertainties and interpretation problems. Those are not limited to a narrow range of issues but concern the whole subject matter. Therefore, this thesis does not focus only on a limited range of related issues but approaches the problematics of share classes as a whole. The purpose of this thesis is to provide a comprehensive interpretation of issues related to the formation (creation) of various types of shares and to offer answers to the most important questions concerning this subject. Therefore, the first part of this thesis focuses on the concept of share in limited companies itself. On selected issues concerning shares, the nature of rights and duties attached to them is clarified. To demonstrate their advantages and disadvantages these rights and duties are compared with the ones arising from so-called sideletters at the end of the first part of this thesis. At...
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Contracting autonomy in construction of types of shares and its limits
Švejda, Jiří ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The theme of this diploma thesis is " Contracting autonomy in construction of types of shares and its limits". Its aim was to analyse the domestic legal regulation and to clarify the limits in the construction of types of shares. To achieve this aim, the author tried to interpret the limits of the key provisions of the Business Corporation Act with the support of professional literature and comparisons with foreign legal systems, especially with the United Kingdom. The aim of the thesis was fulfilled. The key provisions were analysed, and the limits were set. The author of the thesis concluded that the current legislation would merit an amendment to achieve legal certainty and to eliminate the non-compliance of the practical and theoretical level. At the time of elaboration of this work, it was submitted an amendment to the Chamber of Deputies of the Parliament of the Czech Republic as a Parliamentary Press No. 207, which should solve most of the problems. The first chapter deals with the concept and definition of the share, in particular as a part of the share capital, as a set of shareholder rights and obligations of the shareholder and as a security. The second chapter reflects the historical genesis of the kinds of shares in the Czech Republic and deals with the different types of shares in the...
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Contracting autonomy in construction of types of shares and its limits
Karabut, Petra ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
This thesis deals with the currently effective legislation on types of shares, which is still relatively new in the Czech Republic as the recodification took place approximately four years ago. The main act that is a subject to the examination of this thesis is the Act no. 90/2012 Coll., on Commercial Companies and Cooperatives (The Business Corporation Act), which provides the main regulation of shares. The aim of this thesis is to find out limits that restrict the contracting autonomy, which was widely broadened with the recodification of the Czech private law, in the process of creating different types of shares. The thesis is divided into four main chapters. First chapter introduces the shares as a type of securities or book-entry securities along with the main characteristics of a share. It also defines an important term for this thesis - the type of share - and the basic types of shares recognized explicitly by the Business Corporation Act. The second chapter concerns with the construction of the types of shares and its limits. It describes the contracting autonomy - one of the main principles of the private law - and different limits of this liberty. These include basic principles of the private law, commercial law principles and company law principles, the provisions of the Civil Code and...
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Contracting autonomy in construction of classes of shares and its limits
Kristanová, Lenka ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The theme of this diploma thesis is "Contracting autonomy in construction of classes of shares and its limits". Its aim is to answer the question to what extent is the contracting autonomy of shareholders limited, when it comes to construction of classes of shares. The answer is being found by means of a negative analysis that lists both statutory and case-law based limits that restrict that autonomy. It also presents legal consequences, from which suffer those classes of special shares that collide with the statutory provisions and the constructions of rights that are questionable or vague. This diploma thesis comprises of two chapters. Whereas the first one deals with the contracting autonomy in construction of classes of shares and its limits in Czech law, the second one do likewise in German law. The first chapter is divided into two sections. The first part describes a security and shares in general trying to bring out those of their specifics that are subject of further discussion of limits of the contracting autonomy in construction of classes of shares and particular classes of shares. The second section of the first chapter has two subsections. The first one addresses statutory and case-law based limits, which restrict the contracting autonomy of shareholders in construction of special...
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Types of shares in the regulation of the Business Corporations Act
Havrlík, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Types of shares in the regulation of the Business Corporations Act The purpose of this diploma thesis is to analyze, describe and elaborate changes that into the Czech legal order brought the Act No. 89/2012 Coll., the Civil Code and the Act No. 90/2012 Coll., on Companies and Cooperative association. The diploma thesis is divided into five chapters that process from the general to the specific issues and focus on foreign legal orders which deal with particular aspects of shares and types of shares. The first chapter of this thesis is focused on the general concept of security, its definitional delimitation and historical development of security as other property value and thing. Furthermore, this chapter deals with the concept of participating security and its importance in the new legislation. Finally, this thesis generally focuses on the possibilities of incorporation of rights and obligations into shares. The second chapter is a crucial part of this diploma thesis and deals with types of shares as such. Firstly, this chapter focuses on the interpretation of the term type of share and its definitional features. Subsequently, there is a part devoted to basic institutes of ordinary shares and preferred shares. The third chapter is devoted to shares with special rights, namely the legally enshrined...
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Shares as Securities
Meričko, Milan ; Patěk, Daniel (advisor) ; Čech, Petr (referee)
Shares as Securities The purpose of this Master's degree thesis is to analyse the general characteristics of shares as securities with regard to amendments contained in the Act No. 90/2012 Coll., on Companies and Cooperative associations (hereinafter the "Act on Companies") and the Act No. 89/2012 Coll., the Civil Code (hereinafter the "Civil Code"). This thesis is composed of eight chapters, each of them dealing with different aspects of the aforementioned topic. Chapter One introduces the term "share" from the general point of view. Furthermore, this chapter contains a brief introduction into legal history of statutes, which were governing shares. Chapter Two explains the characteristics of shares as securities. The opening part of this chapter also focuses on the legal definition of security. Subsequently, this chapter deals with the provisions of the Act on Companies concerning the definition of share and the rest of this chapter examines various attributes of share with respect to the classification of securities. Chapter Three describes an issuance of share. This chapter is concerned with the legal regulation of issuance of securities and the process of issuance of shares governed by the Act on Companies. The last part of this chapter is focused on fractional value shares, which are referred...
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