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Share and enterprise transfer comparison
Šíma, Michael ; Josková, Lucie (advisor) ; Tomášek, Petr (referee)
This diploma thesis focuses on aspects related to the share and enterprise transfer. Although both transfers seem to be similar from economic point of view, their consequences are different. The first chapter introduces a legal concept of "share" and "enterprise". These terms are introduced not only from the current legislation perspective, but also from the perspective of their content. This leads to general differentiation of both terms, which is very important regarding the following analysis of their transfers. The second and third chapter are separately focused on analysis of the share and enterprise transfer, i.e. on conditions of the transfers and their consequences for entrepreneurial activity. The analysis specifically focuses on legal requirements regarding the approval from the side of relevant corporate bodies and determination of formal and material terms of a transfer contract. The chapters also cover the extent of transferor's guarantee and processes of registration into public registers. Both chapters also mention tax duties regarding the transfers. Furthermore, since not all parts of the entrepreneurial activity form an enterprise and the transfer of an enterprise has certain influence on the entrepreneurship, a special subchapter is dedicated to this issue. The forth chapter is...
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Duty of loyalty of the capital company members
Kaščáková, Dáša ; Černá, Stanislava (advisor) ; Pelikán, Robert (referee)
The topic of shareholder's duty of loyalty is an important aspect for the definition of most of the duties and obligations of the capital company members. Therefore, it is also very popular topic for the authors of professional literature, who tend to be interested in systematized distinction of the duties and obligations of the capital company members. Most authors, along with the jurisprudence, already admit considerable importance of principle of loyalty and consider it to be the rule of interpretation appropriate for its application to the other duties and obligations of company members. The principle of loyalty, having a regulatory function, may fill in particular gaps in the statutory regulation. As a derogatory rule it may avoid the application of other rules that would lead to unfair decisions. This work aims to demonstrate the possibility of application of the principle of loyalty in practice. The thesis is divided into two main parts, the first is meant to clarify the place of the duty of loyalty in Czech law. It describes how was the existence of the duty of loyalty inferred before its regulation in new Civil Code. Next chapters of the first part are devoted to current applicable regulation. The second part of the theses focuses on particular examples in order to demonstrate the...
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The Legal Status of Partners in a Private Limited Liability Company Compared to the Legal Status of Partners (shareholders) in a Joint Stock Company
Andreisová, Lucie ; Kříž, Radim (advisor) ; Müller, Milan (referee)
This diploma thesis poses the question of the legal status of partners in a private limited liability company compared to the legal status of partners (shareholders) in a joint stock company. Although both companies are in a theory of Czech business law classified as capital corporations, which means that they have much in common, the legal enactments which are regulating the area of the partner's legal status in both legal forms contain many significant differences. Some of them may well be considered as slight, unimportant details, whereas the others represent fundamental differences, which, for the partner's legal status, are more than crucial. The partner's participation in the company's activities and in its management could be mentioned as one of the examples. Meanwhile, the partners in a private limited liability company typically participate in the whole life of their corporation, the shareholders in a joint stock company only influence the life of their corporation implicitly, through their influence over the personal structure of the executive body (called board of directors), which is entrusted with the power of the company's management. The members of this executive body are usually represented by people outside of the company; the theory talks about professional, hired management, which is leading to a phenomenon called corporate governance. This diploma thesis not only contains chapters on the legal status of partners in the given types of corporations, it also includes a general interpretation of the terms private limited liability company and joint stock company. Only a correct representation of these terms can lead to an accurate understanding of the partner's legal status. Finally, there are also several comparative thoughts and tables, including some decisions of the business courts added at the end of the paper. Through the means of the above mentioned business court's decisions the author is attempting to demonstrate how the partner's rights and obligations are being performed in practice.
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