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Piercing the Corporate Veil - Selected Issues in International Comparison
Kostohryz, Milan
Milan Kostohryz Piercing the Corporate Veil - Selected Issues in International Comparison Abstract The main purpose of the thesis is to give recommendation for possible application of the piercing doctrine in the Czech Republic. Secondary purposes are (i) analysis of effects caused by disregarding the principles of limited liability and separate legal personality because of piercing and (ii) detailed description of approaches to the piercing issue in selected legal systems (USA, UK and Germany). The thesis starts with some terminological issues; it introduces the possible Czech equivalents of the notion "piercing the corporate veil" and explains that it can have slightly different meaning depending on the individual author. The differences stem especially from the questions whether piercing negates only the principle of limited liability or also the principle of separate personality; whether so called inner piercing (Innenhaftung) shall be part of the doctrine and whether the piercing doctrine shall be regarded as product of case-law only. Also some special forms of piercing (reverse piercing, lateral piercing and insider piercing) are introduced. The third chapter analyses the relationship between the piercing doctrine and the principles of limited liability and separate legal personality. In particular it...
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The Instruments of Protecting Creditors of the Joint Stock Company
Przeczek, Michal ; Černá, Stanislava (advisor) ; Rozehnal, Aleš (referee) ; Elischer, David (referee)
1 The Instruments of Protecting Creditors of the Joint Stock Company Abstract The aim of submitted thesis is to analyse those instruments of the business corporations law that have a purpose to ensure a certain level of creditor protection in relation to the joint stock company as a typical representative of a capital company. The key characteristic of this form of a business company is a limited (or more precisely de facto excluded) liability of shareholders for its debts and a strict application of a separate ownership principle. On the one hand, this fact leads to its use for important business projects, but on the other hand, it also increases a probability of moral hazard by shareholders in some situations, which is contrary to interests of creditors. This is connected especially with a distribution of sources by a joint stock company to its shareholders. Instruments applied by a business corporations law are able to react to the riskiest situations and they also have a preventative character. Categorization of these instruments is a part of an introduction to this thesis together with a classification of creditors, which form a heterogenous group with different power and particular interests. The attention is also paid to some general instruments as information duties of business companies to third...
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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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Piercing the Corporate Veil - Selected Issues in International Comparison
Kostohryz, Milan ; Černá, Stanislava (advisor) ; Tomsa, Miloš (referee) ; Patěk, Daniel (referee)
Milan Kostohryz Piercing the Corporate Veil - Selected Issues in International Comparison Abstract The main purpose of the thesis is to give recommendation for possible application of the piercing doctrine in the Czech Republic. Secondary purposes are (i) analysis of effects caused by disregarding the principles of limited liability and separate legal personality because of piercing and (ii) detailed description of approaches to the piercing issue in selected legal systems (USA, UK and Germany). The thesis starts with some terminological issues; it introduces the possible Czech equivalents of the notion "piercing the corporate veil" and explains that it can have slightly different meaning depending on the individual author. The differences stem especially from the questions whether piercing negates only the principle of limited liability or also the principle of separate personality; whether so called inner piercing (Innenhaftung) shall be part of the doctrine and whether the piercing doctrine shall be regarded as product of case-law only. Also some special forms of piercing (reverse piercing, lateral piercing and insider piercing) are introduced. The third chapter analyses the relationship between the piercing doctrine and the principles of limited liability and separate legal personality. In particular it...
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Limited Liability, Asset Price Bubbles and the Credit Cycle: The Role of Monetary Policy
Matějů, Jakub ; Kejak, Michal
This paper suggests that the dynamics of the non-fundamental component of asset prices are one of the drivers of the credit cycle. The presented model builds on the financial accelerator literature by including a stock market where investors with limited liability trade stocks of productive firms with stochastic productivities. Investors borrow funds from the banking sector and can go bankrupt. Their limited liability induces a moral hazard problem which shifts demand for risk and drives prices of risky assets above their fundamental value. Embedding the contracting problem in a New Keynesian general equilibrium framework, the model shows that expansionary monetary policy induces loose credit conditions and leads to a rise in both the fundamental and non-fundamental components of stock prices. A positive shock to the non-fundamental component triggers a credit cycle: collateral value rises, and lending and default rates decrease. These effects reverse after several quarters, inducing a credit crunch. The credit boom lasts only while stock market growth maintains sufficient momentum. However, monetary policy does not reduce the volatility of inflation and the output gap by reacting to asset prices.
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