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Takeover Techniques and Regulation of Takeover Techniques in Czech Law
Pecháčková, Martina ; Buus, Tomáš (advisor) ; Brada, Jaroslav (referee)
The thesis disserts on particular takeover techniques, both generally and with respect to the specific regulation by Czech law, considering the relevant rules of acquis communautaire. The paper is focused in particular on takeover bids, public offers for purchase or swap of shares, squeeze-out, sell-out, purchase of business establishment and mergers. The objective is to analyze the subject-matter both from legal and economic point of view, with respect to tax and accounting implications. The thesis contains also the analysis of suitability of particular takeover techniques for specific types of investors, with respect to the aims and intents pursued.
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Valuable Consideration in Takeover Bid and Settlement by Unwilling Reducing of Shareholder’s Share
Koranda, Vladimír ; Kříž, Radim (advisor) ; Chára, Petr (referee)
This work deals with valuable consideration when changes of ownership of equity securities occur in connection with corporate changes in joint-stock company, especially with unwilling changes -- rise of registered capital with excluding the priority subscription right (§ 204a/5 of the Commercial Code), unwilling transfer of shares on the major shareholder (§ 354 of the "Act on the changes of commercial companies and associations") and squeeze out (§ 183i of the Commercial Code). Valuable consideration defines relatively in detail the Takeover Bid Act. This framework could be to certain extent analogically used for valuable consideration in unwilling transaction. However, its definition itself offers a considerable room for interpretation, so is also seized as the independent secondary topic (chapter 1). The main topic concerns two basic aspects. The first is a company evaluation. In this aspect we will take a look only at the dependence of the expert providing the evaluation on major shareholder (chapter 5). Work aims at the second problematic aspect of unwilling transaction - a premium over the valuable consideration for the infringement of right (chapter 2, especially section 2.4.). The work also deals with unevaluated risks of minority shareholders in the period beginning the day to which the company was evaluated to time of the pay out of ownership (chapter 4).
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Takeover bid
Kolarczyková, Eva ; Kříž, Radim (advisor) ; Chára, Petr (referee)
The bachelor thesis deals with legal form of a takeover bid. In the first instance the definition and the fundamental division of takeover bids are specified. The following chapter concerns the purpose, functions and the economical nature of takeover bids. The chapter concerning European legal form treats the Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids. The main part of the thesis devotes legal form of takeover bids in the Czech Republic. It focuses on the Act No. 104/2008 on takeover bids and on amendments of other acts. In the chapter entitled "Mandatory bid" essential specifics are explicated. The order of chapters illustrates the whole process of a takeover bid.
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