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Single management and instructions in the group of companies
Mach, Ota ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The main purpose of this thesis is an introduction to the new Czech group law with special emphasis on the right to give instructions to the dependent entity. The whole thesis is based on the deliberation, if the legislator succeeded in finding an adequate balance between the looser French attitude and the German regulation, which is primarily based on the protection of minority shareholders and creditors. The first chapter of the thesis is focused on the term "single management" and describes its main features - group interest, single policy and coordination and conceptual management. Moreover, the importance and form of declaration of a group is examined. A declaration of a group is a formal requirement that enables using advantages such as specific way to settle damage within the group. Following chapters are dedicated to the terms "instruction" and "management of business". It is generally forbidden by law to give instructions regarding the management of business with the exception of group instructions. The thesis explains in detail what is meant by management of business using elaboration in judicial decisions of Czech courts. Other ways how to impose influence (other than giving a direct instruction) are described as well. Particular attention is paid to the personnel changes in the bodies...
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New Czech corporate group law - the French Rozenblum concept, the German Konzernrecht or a third approach?
Bilecová, Zuzana ; Čech, Petr (advisor) ; Černá, Stanislava (referee)
Title of the thesis: New Czech corporate group law - the French Rozenblum concept, the German Konzernrecht or a third approach? This thesis aims to analyse the legal regulation of groups of companies in the Czech Republic after the recodification of private law, set against the backdrop of the French concept Rozenblum and the German model of regulation of groups of companies. The references and comparison with the Italian legal regulation as well as with model company statute European Model Company Act are also made in the corresponding parts of the thesis. The thesis is divided into three chapters. The first chapter describes the main characteristics of the two important regulatory models of groups of companies in Europe, namely the German and the French model, and forms a basis for the analysis in the following chapters. The chapter then proceeds to outline the legal framework governing groups of companies in Italy as well as the regulation proposed for groups of companies in European Model Company Act and to describe the development of reflections and approaches of the European Union towards the phenomenon of groups of companies. The second chapter deals with the description of group of companies. Firstly, there is an attempt to characterise a corporate group in general, followed by its legal...
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Single management and instructions in the group of companies
Mach, Ota ; Eichlerová, Kateřina (advisor) ; Čech, Petr (referee)
The main purpose of this thesis is an introduction to the new Czech group law with special emphasis on the right to give instructions to the dependent entity. The whole thesis is based on the deliberation, if the legislator succeeded in finding an adequate balance between the looser French attitude and the German regulation, which is primarily based on the protection of minority shareholders and creditors. The first chapter of the thesis is focused on the term "single management" and describes its main features - group interest, single policy and coordination and conceptual management. Moreover, the importance and form of declaration of a group is examined. A declaration of a group is a formal requirement that enables using advantages such as specific way to settle damage within the group. Following chapters are dedicated to the terms "instruction" and "management of business". It is generally forbidden by law to give instructions regarding the management of business with the exception of group instructions. The thesis explains in detail what is meant by management of business using elaboration in judicial decisions of Czech courts. Other ways how to impose influence (other than giving a direct instruction) are described as well. Particular attention is paid to the personnel changes in the bodies...
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