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This thesis deals with the insolvency of a controlled person and its legal consequences for a corporate group under the Companies Act and the Insolvency Act. The aim of this thesis is to outline the consequences of the insolvency of a controlled person under the Companies Act for the controlling person of the corporate group and to analyse the special regime of the Insolvency Act affecting the other members of the corporate group in the insolvency proceedings of the controlled person. It begins by discussing the concepts that are central to this thesis, particularly with regard to their conceptual background. The subsequent chapter examines the consequences of the insolvency of a controlled person for the controlling person under the Companies Act. Particular attention is paid to the consequences of the insolvency of a controlled person caused by the conduct of the controlling person under the business groups regime and the action to supplement liabilities. The thesis in this part evaluates the business groups regulation and deals with the cases in which a duty may be imposed on the controlling person under an action to supplement liabilities. The thesis also discusses the provisions of the Insolvency Act that contain special rules for members of the same corporate group as the debtor. In this...

Enforcement of the dominant entity's influence in the concern and its consequences Abstract The purpose of this rigorous thesis is to give insight into the internal functioning of the corporate groups, especially in connection with enforcement of the influence of the dominant entity in the concern, to analyse the tools of enforcing the influence of the dominant entity, assess their efficiency and set their limits with emphasis on the Czech legislation. In modern society, the enforcement of the influence on the controlled entities has inevitably legal consequences, which are manifested by the liabilities of the controlling entity and members of elected bodies, especially in relation to potentially caused harm to the controlled entity. Therefore, the attention is paid also to the consequences associated with the enforcement of the influence of the controlling entity. The aim of the thesis is presented at the beginning, the following part of the thesis provides a brief general insight into the issue of concerns being a type of groups of companies. The third chapter looks at the single management, which is a defining feature of the concern and within which the influence of the dominant entity is enforced and describes features of the single management. The next section analyses in detail the tools, that...

Legal consequences of damage caused to the controlled affiliate by corporate group management Abstract This thesis deals with legal consequences of damage caused to the controlled affiliate as a result of the corporate group management in Czech law. The introduction sets out the general legal and theoretical framework of the thesis, namely the basic theoretical concepts of the corporate law, the principles of separate legal personality and limited liability, and the structure of the law on the corporate groups. It is divided into two main chapters. The first chapter analyzes the consequences of damage caused to the controlled affiliate in the economically functional corporate groups. It firstly analyzes the aspects of group management, different forms of damage and principles of group damage compensation according to sec. 71 et seq. of the Act no. 90/2012 coll., on Commercial Companies and Cooperatives. It further provides an explanation of the provisions on the protection of creditors and minority shareholders of the controlled affiliate, namely the liability of the parent company towards the creditors of the affiliate for the payment of debts, liability of the parent company to compensate any damage arising to the members of the affiliate in connection with its influence and the right of the minority...

Thesis title: Insolvency of a managed person and the consequences for the corporate group This thesis deals with the bankruptcy of controlled affiliate and its legal consequences for operating of the whole corporate group in the Czech legal system. Firstly, it states the theoretical basis for the legal regulation of corporate groups and their basic elements - corporations. In relation to the regulation of corporate groups it points out the conflict between entity approach and enterprise approach, both addressing the corporate group differently with respect to corporate personality. It further provides a brief explanation on the nature of bankruptcy and defines it as an occasion where the ownership of the corporation does in fact fundamentally change. Secondly, it introduces some legal instruments of the company law and the law of the corporate groups governing both, the liability of controlling entity for its conduct in the management of the controlled affiliate and the duties of persons with certain functions or influence over the corporation in the so called twilight zone of insolvency. It is argued that the object of such provisions is to prevent the bankruptcy and to provide a remedy to creditors and shareholders in case of abuse of the corporate group structure by the controlling entity. This...

At present, corporate group law in the Czech Republic, to a great extent, follows from the German concept and thus, continues to be the focus of critics. Moreover, from the point of view of the European Union, more and more Member States are opting to divert from the German concept of law concerning corporate groups. The Czech Republic is one of the Member States where the new concept of law concerning corporate groups will be passed de lege ferenda, according to the French model. In this connection, the aim of this thesis is to analyze the corporate group law in its current form in the Czech Republic, in conjunction with the proposed transformation of the law into the French model. With respect to the change in perspective of corporate groups, a comparative section addressing the particular legal regulations for a sampling of EU Member States, together with some European Community recommendations, have also been included in this work. I have chosen this particular topic for several reasons: First, I have a keen interest in this topic. Second, the subject is extremely topical insofar as the new Act on Business Corporations (in Czech: zákon o obchodních korporacích) was sent for commentary procedure (in Czech: připomínkové řízení) in January 2011. Third, the implications of this legal discipline...

This thesis deals with the legal regulation of corporate group relations, especially compensation of harm resulting from a lawful act, compensation of economic loss and damages. These institutes are very often connected to other branches of law, which are above all insolvency law and financial law. Then they usually are connected to different areas of company law, for example piercing of the corporate veil, shadow director, wrongful trading and corporate governance. These other branches of law and other areas of company law are not corresponding to the topic of this thesis, so they will not be analyzed in this thesis. For more information about the above mentioned I refer to professional literature and journal articles. Next will be the analysis of the new commercial corporations bill in the light of the topic of this thesis, with the author's view on this bill. This bill was proposed to the government of the Czech Republic after a consultation on the draft bill in the year 2008, and the Government now is to discuss this bill. In the end there will be my own proposal on new changes of the corporate group regulation in the context of this thesis. In this thesis are used methods of analysis, ordinary and extraordinary law interpretation and in some cases comparative methods. So this thesis aims at the...