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Domestic mergers of business corporations : Agency problems and methods of their elimination
Chovanec, Ondřej ; Josková, Lucie (referee)
Strana 123 | 128 ABSTRACT DOMESTIC MERGERS OF BUSINESS CORPORATIONS: Agency problems and methods of their elimination The present rigorosum thesis looks into the so-called agency problems and the ways to eliminate them within the specific field of domestic mergers of business corporations. In the first part, we explain from the general economic and corporate- law perspective what the main defining features of business corporations are, what we understand under the term of agency problems and why they regularly come up in corporate governance. In addition, we introduce the basic regulatory and extra- regulatory ways of solving such agency problems. The second part outlines the mergers of business corporations and their principal mechanisms. Thereafter the following two parts of this thesis demonstrate on specific examples, what regulatory methods and strategies for elimination of agency problems were deployed by the Czech legislator in the Act no. 125/2008 Coll., on Transformations of Business Companies and Cooperatives, as amended (the "Transformations Act"). The Transformations Act clearly pays attention to means on protection of minority and dissenting shareholders and to a lesser extent also to creditors. This fact is reflected in the structure of this rigorosum thesis, whose third part is devoted to the...
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International taxation of limited companies - a comparison between Czech Republic and Russia
Aharonyan, Elen ; Novotný, Petr (advisor) ; Vondráčková, Pavlína (referee)
The object of this thesis is international taxation of companies. It focuses on the comparison between the Czech Republic and the Russian Federation. The first chapter focuses on the tax systems of both countries, dealing with what kind of taxes exist and what is taxed, and all this on a general level, which is crucial for further comparison that is made in final chapters of the thesis. According to the topic, the thesis gives a description and definition of the companies, what kind of companies exists in both countries and what is related legislation. It is followed by a chapter on international taxation, describing international taxation issues on a general level and explaining main definitions it deals with, without which this issue cannot be understood. It discusses how countries avoid of double taxation on an international level, and what tools exist for it. Afterwards it explains international taxation of companies and specifically provides the analysis of The double taxation treaty between the Czech Republic and Russia, also by showing examples for better understanding of this issue.
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Domestic mergers of business corporations : Agency problems and methods of their elimination
Chovanec, Ondřej ; Josková, Lucie (referee)
Strana 123 | 128 ABSTRACT DOMESTIC MERGERS OF BUSINESS CORPORATIONS: Agency problems and methods of their elimination The present rigorosum thesis looks into the so-called agency problems and the ways to eliminate them within the specific field of domestic mergers of business corporations. In the first part, we explain from the general economic and corporate- law perspective what the main defining features of business corporations are, what we understand under the term of agency problems and why they regularly come up in corporate governance. In addition, we introduce the basic regulatory and extra- regulatory ways of solving such agency problems. The second part outlines the mergers of business corporations and their principal mechanisms. Thereafter the following two parts of this thesis demonstrate on specific examples, what regulatory methods and strategies for elimination of agency problems were deployed by the Czech legislator in the Act no. 125/2008 Coll., on Transformations of Business Companies and Cooperatives, as amended (the "Transformations Act"). The Transformations Act clearly pays attention to means on protection of minority and dissenting shareholders and to a lesser extent also to creditors. This fact is reflected in the structure of this rigorosum thesis, whose third part is devoted to the...
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Partnerships and capital companies - accounting and taxation connections
Hejlová, Veronika ; Müllerová, Libuše (advisor) ; Janhubová, Jaroslava (referee)
The aim of this diploma thesis is to consider whether capital companies are more advantageous than partnerships from perspective of taxation of companion's income. Only companies in the Czech legal environment are included. The initial hypothesis is that limited liability company and joint-stock company are the best option, because according to statistical data these are the most frequently present legal forms of business in the Czech Republic. The comparison is carried out in general model of taxation of selected type of income. The parts of this thesis are also attachments which complement analyses by some summaries and calculations.
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International Company Law
Lokajíček, Jan ; Pauknerová, Monika (advisor) ; Ondřej, Jan (referee) ; Kunz, Oto (referee)
This dissertation deals with international company law, namely with piercing the corporate veil doctrine. The dissertation is divided, apart from introduction and conclusion, into 5 chapters. Chapter I deals with general definition of the doctrine. Chapter II explains that the complexity of the doctrine is caused by a fact that it actually consists of several related questions. This Chapter offers an answer to the most serious one - the predictability of use of the doctrine. Chapter III discusses current questions related to the piercing. Chapter IV brings an analysis of use of the piercing in chosen developed legal orders including a comparison summary. Finally, Chapter V is devoted to possibility of use of the doctrine in Czech law. Key words: International company law; piercing the corporate veil; breakthrough of the property independence; limited liability of shareholders; capital companies; economic analysis of law; closely held corporations; voluntary and involuntary creditors.
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Taxation of income of capital companies and their members in the context of international taxation
Štefková, Tereza ; Novotný, Petr (advisor) ; Vondráčková, Pavlína (referee)
Due to economic globalization, which is reflected, among others, in the development of international economic relations, it is very common that the companies are doing business in countries all over the world. Even if this phenomena is considered as positive in terms of national economies development, the risk of conflict of national laws and emergence of international double taxation is increasing with the expansion of cross-border investments. In connection with this a number of legal issues arise. In this thesis I decided to focus on the international context of the taxation of companies and their members with regard to the matter of international double taxation. To analyze this issue, the thesis is divided into seven chapters. Firstly, I clarify a general outline of the procedure of taxation of capital companies and their members and then explain the possible negative effects of international taxation of incomes. Chapter one present the reader with the issue of income taxes in the tax system of the Czech Republic, then deals with the concept, their position in tax system and shows how taxes can be divided. This chapter offers a view of the current legislation regarding income taxes, both substantive and procedural legislation as well. Chapter two covers the aspects of taxation of income of...
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The duty of loyalty of a member of a limited company
Korhoň, Ondřej ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
The diploma thesis is focused on the duty of loyalty of shareholders (members). Although some legal experts consider this duty as a basis of any private law relations, duty of loyalty remains mainly overlooked in the business law area. Firstly, the diploma thesis explores the duty in broader view and describes its functioning in other countries, where duty of loyalty is traditionally respected: United States of America and Germany. The thesis continues to the development of the duty of loyalty in Czech Republic. Before 2014, this duty was not explicitly included in Czech law or no wide consensus about the legal source of this duty. The loyalty principle has begun to be recognized in 2006, when legal experts started to work with this term and set theoretical basis for this duty. Even if there was no consensus about the scope and range of the duty of loyalty and the existence of this duty itself, the duty of loyalty has been established in the judicature of Czech courts. Even Supreme and Constitutional Courts accepted this duty in its decisions. The role of Judicature for the duty of loyalty and its contend is significant. The change of Czech private law has brought substantial changes of this duty. From the 1st January 2014, the duty of loyalty is explicitly part of the Czech law and may be found in...
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International taxation of limited companies - a comparison between Czech Republic and Russia
Aharonyan, Elen ; Novotný, Petr (advisor) ; Vondráčková, Pavlína (referee)
The object of this thesis is international taxation of companies. It focuses on the comparison between the Czech Republic and the Russian Federation. The first chapter focuses on the tax systems of both countries, dealing with what kind of taxes exist and what is taxed, and all this on a general level, which is crucial for further comparison that is made in final chapters of the thesis. According to the topic, the thesis gives a description and definition of the companies, what kind of companies exists in both countries and what is related legislation. It is followed by a chapter on international taxation, describing international taxation issues on a general level and explaining main definitions it deals with, without which this issue cannot be understood. It discusses how countries avoid of double taxation on an international level, and what tools exist for it. Afterwards it explains international taxation of companies and specifically provides the analysis of The double taxation treaty between the Czech Republic and Russia, also by showing examples for better understanding of this issue.
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Abuse of majority or minority votes in a capital company
Szmuda, Jozef ; Černá, Stanislava (advisor) ; Josková, Lucie (referee)
Abuse of majority and minority votes within the corporate enterprises This thesis analyzes the possible abuse of majority and minority votes within the corporate enterprises in light of a fundamental changes of civil legislation brought by the Act No. 89/2012 Coll., the Civil Code of the Czech Republic, as amended, and the Act No. 90/2012 Coll., on business companies and societies (Czech Business Corporations Act) as amended. This examination provides a baseline comparison of new legal rules with the existing legislation and highlights the most important changes that were adopted in the form of the new regulation. On the basis of the analysis, the author evaluates the advantages of the new law and attempts to identify problems that may occur when the law comes into force. The applicability of the existing case law to the new legislation was one of the objectives of the paper. The author came to the conclusion that the applicability of the law is limited to the fundamental legal principles and rules only. The reasoning is that the abuse of majority and minority votes in the corporate enterprises is of such a special nature that it would not be desirable to create any definite rules of interpretation for all the cases or the so-called typical cases. On the contrary, the court should be very careful...
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Using of Monistic and dualistic board structure of capital companies in Czech republic
ZIMMERMANNOVÁ, Anežka
The bachelor thesis investigates the difference between the capital companies in the Czech Republic which are using the monistic and dualistic board structure. The first part of this work focuses on the capital companies and on these two systems of controlling capital companies. The main purpose of this work is to find, which companies are using the monistic board structure and find the differences between them and companies, which are using the dualistic board structure. These two groups are compared and there are found basic features of these groups. The monistic companies are smaller, they have got lower values in annual account. There are used data about private limited companies found in Albertina database. These data were adjusted, so they can be further used for selected statistical methods. There were used descriptive statistics to describe selected sample of companies. Another method was factor analysis. It shows factors that have influence on data. After that cluster analysis was used. At first the hierarchical clustering, than method k-means. The clusters help to find common characteristics companies which are using the monistic or dualistic board structure.
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