Search

MASTER THESIS TITLE: Didactic principles of John Amos Comenius and their application in today's teaching of German language AUTHOR: Stanislava Černá DEPARTMENT: Department of Germanics SUPERVISOR: PaedDr. Dagmar Švermová This master thesis is focused on the personality of meaningful Czech thinker J. A. Comenius and his didactical principles, many of which are nowadays still relevant. The most emphasized principles are activity, motivation and student's perception with the use of all senses. The last mentioned principle can be ensured by the activity-oriented teaching; student can be motivated and exacerbated by problem-oriented or project teaching. Theoretical part of the thesis is dedicated to the definition of principles, understanding of the activity principle before and today, its use in the foreign language teaching and the definition of aims and key competencies. Following practical part describes realization of two projects where was validated that inclusion of projects into German language teaching is suitable motivating and exacerbating means in case the aims and methods are selected appropriately. KEY WORDS: J. A. Comenius, didactical principles, teaching of German language, activity, activity-oriented teaching, project teaching

Characteristics of the wovels in German language compares to those in the Czech language Annotation in the english language My thesis explores characteristics of the vowels in German language and compares them to those in the Czech language. The thesis is devided into the following parts: introduction, theoretical part, practical part and the ending. Introduction summarizes the reasons that made me choose this particular topic, it presents the literature and my opinion on why phonetics is such an important part of communication, my expectations and the description of my work. Theoretical part consists of several chapters: a)characteristics of german vowels, how they are devided according to the basic classification (the position of the tongue, quality, quantity, labialization) and according to other clasiffications (stress/reduction, participation of the nasal cavity and the description of the individual vowels and diphtongs) b)characteristics of czech vowels, how they are devided according to the basic classification (the position of the tongue, quality, quantity, labialization) and according to other clasiffications (stress/reduction, participation of the nasal cavity and the description of the individual vowels and diphtongs) c)most common problems with pronunciation for non-native speakers which are...

The very important instrument of public policy is a public budgets system, which is one of the most significant parts of the budgetary scale. Public budget performs an allocation, redistribution and stabilization function and as an account balance it balances ordinary and capital incomes and outlays. Public budget consists of state budget and municipal authorities budget. Nowadays most of European public budgets are deficient. Fiscal deficit is a result of a short-term imbalance. In the Czech Republic the public budgets have been deficient since 1996, when the balance of public incomes and outlays was -11,5 milliard CZK. After the admission of the Czech Republic to the European Union the public deficit within convergence criteria has been still declining under the norm of 3 % GDP. In order to public budgets deficit reducing the public finances reform is in progress in the Czech Republic. Its integral part is a fiscal reform with objective to transfer a tax load from direct taxes to indirect taxes and actively stimulate tax revenues of public budgets.

The presented work deals with the acquisition of shares by employees, which is one of the forms of employee financial participation employees. The thesis first defines the concept of employee financial participation and then comparatively examines how this institution is regulated in European, German, and Czech law. As part of the definition of terms, the different forms of employee financial participation are defined, and this institute's main principles and advantages are identified. The next chapter is dedicated to European regulation. On this level, several soft law documents have been drawn up which set out the main principles and best practices that may lay the groundwork for specific national arrangements for employee financial participation. The enforceable European hard law rules are then examined, particularly in company law. The provisions laid out in the Codification Directive allow Member States to encompass concessions that enable companies to facilitate the preferential acquisition of shares by employees into their legislation. However, European hard law regulating employee financial participation hardly goes beyond this framework and it does not consider the findings formulated in soft law (in particular, the PEPPER reports). The next chapter focusing on German regulation describes...

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...

Insolvency of a Subsidiary Corporation and its Group Consequences Abstract The thesis deals with insolvency of a subsidiary corporation and its group consequences. The thesis focuses on description and analysis of consequences of subsidiary's insolvency putting emphasis on parent company and the way in which creditors of a subsidiary can protect their claims within the Czech corporation and insolvency law. The keynote of the thesis is the fact that the economic reality of operation of a corporate group collide with the separate entity principle and the doctrine of limited liability. First the thesis analyses the ways how the parent company exerts influence over the subsidiary, because on its relation to the subsidiary depend the consequences concerning the responsibility for the insolvency of the subsidiary. Then the concept of de facto directors and shadow directors is explained. This concept is based on the real economic direction of the corporation, so the creditors could reach the assets of parent company by this concept without using the ultimate means as the doctrine of piercing the corporate veil. Finally, the thesis describes particular institutes of Czech corporation and insolvency law that provides for consequences that the insolvency of the subsidiary could cause in the sphere of the parent...

This thesis deals with the status of a minority shareholder from the perspective of EMCA and its comparison with the current Czech legal system. The author of the thesis asks the question whether the selected provisions of EMCA could help to increase the protection of minority shareholders under Czech law, and for this purpose analyses the text of EMCA and selected provisions of foreign legislations that served as inspiration for EMCA. In the first chapter, the author presents the EMCA as a model act, the adoption of which is not binding, but is intended to serve as an inspiration and a means of convergence of the legal systems of the Member States of the European Union. This chapter also describes the concept of EMCA, its purpose and its systematics. It also briefly outlines the basic principles of the EMCA in relation to minority shareholders and presents the general clause for the protection of minority shareholders. In the second chapter, the author discusses each of the selected institutes that the EMCA identifies in its text as necessary to enhance the protection of minority shareholders. This chapter is divided into subsections, and the author discusses in turn (a) the minority shareholder's right to defend against dividend starvation, (b) the minority shareholder's right to a special...

The main aim of this thesis is at examining and describing the legal conditions and limits of the use of trusts in commercial relations, primarily the advantages that trusts can offer to commercial relations and the possible difficulties of their legal regulation. The thesis is based on the fact that the current legislation does not contain special provisions regulating the specifics related to the existence and activities of a commercial trust. It is the absence of explicit regulation and relevant case law, as well as the lack of Czech legal literature focused on commercial trusts, that lead the author of this thesis to use foreign literature, not only to describe and answer some of the uncertainties associated with the current legal regulation of trusts, which are most evident in their involvement in commercial relations. The first part of the thesis contains a brief description of the history of the institute of trust, which originally developed as an institute for the preservation and maintenance of family property and as a more flexible alternative to the inheritance law. The history of the trust helps to understand why the use of trusts in commercial relations is not particularly developed in the Czech legal environment, in contrast to the renewed use of this institute in family relations....

Company name and registration of a limited liability company in the Commercial Register Abstract This thesis deals with the topic of "company name". It clarifies it's legal basis, formation and the conflict between a company name and a trademark according to Czech law. It consists of three parts which are further structured into three to four chapters. In the first part theoretical foundations of the legal concept "company name" i.e. its legal definition, formation, disposition, and protection are laid down. The second part deals with the procedures for registration of a limited liability company in the light of the current European law developments. Notable amendments have been introduced in the process of registering a limited liability company through a notary. The third part is devoted to the conflict between a company name and a trademark. It provides an impetus for considerations de Lege Ferenda. The apprehension of the legal basis of the subject matter enables to get to the basis of the topic. Emphasis is placed on clarifying controversial issues. The thesis deals with the specific issues of the nature of the rights to the "company name", transfer of property rights to the "company name", the degree of compliance with the requirements of European law, simultaneous exercise of trademark rights and...

(EN) The dissertation deals with the issue of the legal status of a member of the statutory body of a joint stock company in a situation when the influence of the concern's controlling entity interferes with his/her powers. Attention is paid in particular to the definition of the boundaries of due care and to the binding nature of the concern's guidelines and instructions. In preparing the dissertation, general methods of scientific work, such as deduction, analysis, synthesis and the descriptive method, were used. In addition, specific formal legal methods were employed, namely grammatical interpretation, logical interpretation and systematic interpretation (considering the context and place of the provisions from the point of view of the legal regulation, the system of private law, as well as from the point of view of the entire Czech legal system). As supporting methods, historical interpretation (the rules prior to the recodification of private law) and teleological interpretation (reasoning that uses the meaning of corporate law) were applied. Furthermore, the comparative method was used to a considerable extent in the preparation of the dissertation. This involves both a comparison with selected foreign rules (German, British and French) and a comparison with rules at the Community level. The...

The Exercise of the Voting Right in a Join-Stock Company Abstract The submitted thesis analyses the voting right of a shareholder and the exercise of the voting right in a joint-stock company. In the last few years, a tendency to encourage the engagement of shareholders and to broaden the scope of decision rights of shareholders can be seen. Nevertheless, some authors underestimate the importance of the shareholders' right to vote and conclude that real decision-making power lies with the management or administrative board. The main hypothesis to be proven or rebutted is that the shareholder's voting right is not insignificant and vesting decision-making power in shareholders can have a positive influence on the effectiveness of the management of the company notwithstanding the broad liberty of the shareholder to both freely exercise and dispose of the voting right (the shares) and notwithstanding the existence of deviations from the principle of proportionality. The thesis aims to examine the voting right in its complexity, in contrast to the prevailing approach of contemporary Czech jurisprudence, and to contribute to academic knowledge with original arguments and conclusions. This goal is achieved by extensive use of foreign legal sources, mainly French and Belgian literature and case law, since the...

This thesis deals with stock options as a form of executive compensation of a joint stock company. The aim of the thesis was to clarify the reasons that lead companies to decide to reward the executive with stock options, to find out what positive and negative consequences such a decision has, to present the legal regulation of stock options in the legal system of the Czech Republic and Germany and to compare these legal regulations. The most common reasons for rewarding executives with stock options are the desire to align the interests of shareholders and executives, the desire to retain key members of the executive, the desire to reduce risk aversion on the part of the executive, advantageous tax regulation or the desire to maintain high cash flow. Rewarding with stock options can also be used as a tool for the natural selection of executives according to their attitude to risk, which rewarding with stock options provides. If the option agreement does not contain a sufficiently long vesting period, retention period, dividend protection and an exercise price linked to an appropriate market index, the granting of stock options, rather than aligning the interests of shareholders and executives, may lead to a fixation on short-term performance, undue risk- taking or exacerbation of the free cash...

Types of shares in limited liability company Abstract Prevailing non-mandatory rules in the Business Corporations Act give considerable possibilities to the party autonomy of its addressees, so they can agree on their own regulation of rights and duties for certain matters, if the law allows it. Types of shares in limited liability company are one of those matters, which is also the topic this diploma thesis deals with. In accordance with the Business Corporations Act, memorandum of association can admit formation of different types of shares in the limited liability company. However, this act does not specify in more detail which types of shares can be or can not be in limited liability company created or what the limits of its formation even are. The main aim of this diploma thesis is to determine those limits and also rights and duties connected to the share that are possible to be modified or excluded and whose modification can create individual different types of shares in limited liability company. This diploma thesis consists of three main chapters which are further divided into subchapters. The first chapter is devoted to the share in limited liability company as a general legal term, its content and its delimitation as a subject of legal relationships. The second chapter is aimed at the limits...

Freedom of contract and its limitations in incorporating juridical acts of capital companies Abstract The thesis on subject of Freedom of contract and its limitations in incorporating juridical acts of capital companies s is divided into two parts, general and special part. General part of this thesis focuses mainly on general limitations of freedom of contract in contract law. Freedom of contract is one of the primary principles of private law. Generally, the manifestation of freedom of contract on the constitutional level is the principle that allows to deviate from a statute with a juridical act unless it is forbidden by law. This core rule of freedom of contract in private law is stated in the provision sec. 1 (2) of Civil Code: "Unless expressly prohibited by a statute, persons can stipulate rights and duties by way of exclusion from a statute". In this provision we can also find the main limitations of freedom of contract: explicit prohibition in a statute, prohibition of stipulations contrary to good morals, public order or the law concerning the status of persons, including the right to protection of personality rights. Due to the main principles of private law (the principle of the autonomy of will and freedom of contract) private legal rules are generally considered to be directory. The legislator...

1 Ascertaining beneficial owners of limited business corporations and the legal consequences of discrepancies in their register Abstract The ongoing EU regulatory developments in the area of anti-money laundering and combating the financing of terrorism have brought obligations to identify and register data on beneficial owners of legal persons and legal arrangements. Beneficial owners are, in the most general sense, natural persons who, on a factual or legal basis, directly or indirectly, control a legal person or legal arrangement, own a significant share in it or draw a substantial part of funds from its capital resources. The main purpose and objective of these obligations is to ensure increased transparency of these legal entities so that they cannot be easily exploited for the perpetration of (financial) crime. In order to implement the latest European legislation into the Czech legal system, the Czech legislator adopted (and is currently amending) Act No. 37/2021 Sb., on the Register of Beneficial Owners, which regulates this legal matter in a general and comprehensive manner. The object of this thesis is the analysis of the new statutory regulation and the assessment of whether it is capable of achieving its objective, which is to ensure increased transparency of legal persons, specifically in the...

Loan as an instrument of funding of limited liability company formed for the purpose of business in modern technologies Abstract This thesis deals with convertible loan, as one of the tools of debt financing of a limited liability company established for the purpose of business in the field of modern technologies, usually referred to as a startup. The specific of the convertible loan agreement is in the fact that in addition to the usual right to a refund of the provided loan, the lender also has the right to acquire a share in the company provided by the loan (the startup). The aim of the work is to analyze the individual parts of the convertible loan agreement and evaluate their mutual relations and the impact on the legal status of the lender and the startup. When writing this work, the author carried out his research mostly from foreign publications that focus on convertible loans and startup financing. In his work, the author first defines the companies established for the purpose of business in the field of modern technologies and the methods of their financing. Subsequently, the thesis in detail focuses on the debt method of financing, i.e., the convertible loan agreement and its individual parts. In the first place, the credit component of the convertible loan agreement was examined, with regards to...

Liability of the Statutory Body for a Late Opening of Insolvency Proceedings Abstract This thesis deals with the issue of liability of a member of a statutory body for a late filed insolvency petition and other legal consequences associated with a breach of obligations incurred by a member of a statutory body due to the bankruptcy situation of a business corporation. The aim of this work is to analyze the various legal instruments by which the creditors or insolvency administrator of a failing business corporation can claim property compensation against a member of its statutory body who submitted a late insolvency petition or otherwise contributed to its bankruptcy. The text of the thesis is divided into three parts. In the first, I analyze the basic concepts that are key to the topic discussed. Attention is paid to the statutory body. I follow up with a analysis on the bankruptcy of a business corporation, as the obligation to open the insolvency proceedings is prosecuted only if the business corporation is in a state of bankruptcy. Its correct identification is thus crucial for the issue of liability for breach of this obligation. Finally, the last chapter is devoted to the insolvency petition, which is also important from the point of view of the liability of a member of the stautarian body for his late...

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...

The diploma thesis deals with the change in the content of some rights and duties of members of limited companies after the company enters into liquidation. The legal regulation of liquidation is generally not sufficiently represented in the current legal regulations and its interpretation is not always clear. Also, court decisions and conclusions of legal theory regarding the liquidation of capital companies, which would help to clarify some controversial areas, are not very common at present. In the case of a more specific issue of the rights and duties of members after the company's entry into liquidation, the situation is even more unclear. Although liquidation legislation is generally considered to be successful, it contains a large number of ambiguities which cause problems in its interpretation. The aim of this work is to objectively analyze the individual selected rights and duties of the members of the liquidated limited company, the content of which is internally changed due to the company's entry into liquidation, to point out these content changes and draw attention to any problems or ambiguities that may arise. Furthermore, the aim of this work is to try to find solutions to the above problems and ambiguities. Apart from the introduction and conclusion, the work itself consists of...

Protection of competition from the perspective of control of concentrations between competitors Abstract One of the basic areas of competition law is concentration between undertakings. The protection of competition, as a subject of competition law, requires the assessment of concentrations and the authorization of concentrations in cases where mergers are likely to give rise to a structural change of a lasting nature in the market. The thesis deals with individual aspects and institutes decisive for assessing the concentration of competitors, whether from the point of view of Czech or European legislation. Considerations and interpretations of individual aspects of mergers are based on decision-making practice, in particular by the Office for the Protection of Competition and the European Commission. The purpose of this thesis is to present in detail the institutes of merger control and look at them critically in order to answer the essential question posed in the introduction of the thesis, whether the current rules for assessing mergers are able to effectively protect competition even in today's dynamic times. In the individual chapters, first, space is devoted to the general presentation of competition and its importance, as well as to competition law. In the following chapters, the thesis...

Insolvency of a dependant person and its group consequences Abstract The thesis deals with the consequences that the Czech Act on Business Corporations and the Insolvency Act provides for the case of bankruptcy of a dependant entity in relation to the remaining entities in the group. First, the general conceptual bases are discussed and the value of the principles of limited liability and individual legal personality in the context of the business group is explained. One chapter is devoted to international issues that arise in the context of bankruptcy within business groups, that is, both private international law and harmonization issues. The importance of harmonization is explained with reference to universalism, the leading way of thinking in solving cross-border bankruptcy, and in other parts of the thesis, Czech law is compared with the international standards of insolvency law of UNCITRAL and the World Bank. Furthermore, the ways in which the liability of a group member for the debts of an insolvent corporation can be inferred are analyzed. These include, in particular, the English law inspired wrongful trading regime contained in s. 68 of the Act on Business Corporations and the liability of the dominant entity for the debts of the dependant entity if the dominant entity causes the dependant entity...

Silent partnership contract Abstract The topic of this rigorous work is silent partnership. Silent partnership is contractual legal relationship which is established by a silent partnership contract. Current valid and effective legislation can be found in the Civil Code specifically in the provisions of § 2747 to § 2755. The rigorous work is systematically divided into five consecutive chapters. In the first chapter, I dealt with the historical development of silent partnership from its beginnings in ABGB until present. I mainly focused on how it changed over time, what was added in the adjustment or what, on the contrary, became obsolete over time. The second chapter is devoted to the current legislation in the Civil Code. I have introduced under what circumstances it is possible to deviate from the legal text and I drew attention to the provisions of § 13 of the Civil Code which introduces so-called "quasi-precedents." Further I focused on the essentials of a silent partnership contract. Attention was focused especially to the subjects and the object. In the case of subjects, I focused on who can be the subject of a silent partnership contract, the possibility of pluralism on the part of the silent partner and on the part of the entrepreneur. In the case of the object, I then thoroughly analyzed the...

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...

Pitfalls of application of the legal regulation of types of shares in a limited liability company This thesis focuses on the issue of the types of shares in a limited liability company. This relatively new concept was introduced into Czech civil law by a recodification effort effective from 1 January 2014, and from the beginning it, like any substantial change in law, has been accompanied by ambiguities in interpretation. As of 1 January 2021, an extensive amendment to the Act on Business Corporations comes into force, which aims, among other things, to resolve some controversial issues and interpretive ambiguities. This work has a very similar goal and to some extent is based on the amendment to the Commercial Corporations Act. The thesis is thematically divided into four consecutive chapters. The first chapter generally introduces the share in a limited liability company and the possibility of emitting different types of shares. This part represents the starting point for further considerations and thus forms the basis of the whole thesis. The first chapter is followed by the second chapter with an overview of standard typology of shares, with basic share and a share with special rights. This chapter also contains a critical assessment of the need for such typology and the implications of this...

Legal means of protecting minority members of a limited liability company in case of increase of share capital by making additional contributions Abstract This Master Thesis deals with legal means of protecting minority members of a limited liability company in case of increase of share capital by making additional contributions. The main objective is to explore and analyze legal remedies that are embodied in the Business Corporations Act. Primarily whether these remedies, in accordance with their protective purpose, ensure protection of minority shareholders against deterioration, and also functioning and possibilities of achieving the purpose for which the company was established is taken into account. The main methods in the elaboration of this diploma thesis were bibliography research and research on case law, especially of the Czech courts, and the subsequent analytical method. With the help of abstraction and subsequent synthesis of the obtained information, the individual partial and main conclusions are generalized. Among the most used methods of interpretation are linguistic, systematic, logical, and teleological method. This thesis is divided into four main chapters. Each chapter is internally divided into subchapters, which are then in some cases structured into individual points. The first two...

This rigorous thesis deals with the topic of the forced passage of participating securities in a joint stock company as regulated by Act No. 90/2012 Coll., on Business Companies and Cooperatives (Act on Business Corporations), as amended, that has been extensively amended with effect from 1 January 2021. The purpose of this thesis is to conduct an in-depth legal analysis of the amended legislation, inter alia, by using the case law of the Czech courts, to draw attention to the shortcomings and ambiguities of the legislation, to suggest possible solutions and to try to identify the most appropriate one. In order to clarify the thesis, the text is divided into several chapters, of which every chapter contains an in-depth analysis of individual parts of the examined problematics, which can be understood as relatively separate areas. The chapters are further divided into subchapters. The first chapter is devoted to the explanation of the basic terms and instruments that are inseparably linked with the forced passage of participating securities. Understanding these terms and instruments is crucial for understanding the complex problematics of the forced passage of participating securities in general. The second chapter examines the problematics of the constitutional conformity of the legislation and...

One-tier structure of a joint-stock company from the perspective of the prepared amendment to the Business Corporations Act Abstract This thesis analyses internal functioning of one-tier joint-stock companies, particularly from the perspective of the amendment to the Business Corporations Act, which will come into force in the beginning of the following year. First part of thesis offers comparative analysis of worldwide one-tier joint-stock company legislation, especially in American states, and in English and Italian law. The first two legislations of the above represent one-tier system in its traditional form and the development, that this system has undergone. Comparation with Italian legislation serves as an example of a legal system, in which one-tier model, as in Czechia, falls behind other model of governance of a joint-stock companies. Second part concerns the current legislation of a one-tier joint-stock companies in Czech corporate law, with emphasis to ambiguities in interpretation and application, which originate mainly in duality of elected bodies and conciseness of a special regulation, which was replaced by legislator with a reference to two-tier system. Third, essential part of this thesis analyses Czech legislation in the light of the Act No 33/2020 Coll., which significantly amends the...

The Specifics of Use of Trusts in Business Relations This thesis deals with possibilities brought by trusts (in Czech: svěřenský fond) to business relations. It analyses the key features of a trust, thanks to which it has a unique and often irreplaceable position in number of financial transactions. Selected financial transaction are described in detail and the importance of trusts in these transactions is explained. The main objective of this thesis is to show that trusts have benefits far beyond the governance of personal property and its intergenerational transfers. By this I want to prompt interest in further research of the use of trusts in business relations in the Czech legal environment. After the introduction, the first chapter of this thesis briefly introduces the history of the trust. It is outlined which role the trust played in different legal systems and what were the motives for its development. The second part describes trust as an institute of civil law. There is also described the implementation of the trust into the legal system of the Canadian province Québec, because this regulation served as a model for the Czech lawmakers. This chapter of the thesis also describes the subjects of the trust and the basic concepts related to this institute. The third part introduces the trust...

The presented thesis "Duty to act with due managerial care of the member of the board of directors and liability for damages in case of its breach" focuses on one of the key topics of corporate law, namely the duty of a member of the board of directors to act with due managerial care and the selected consequence of its violation - damages. The aim of this thesis is mainly a description and analysis of the institute of due managerial care, the rules of business judgment and liability for damages in the event of its breach, including the respective historical development. Emphasis is also placed on the form and standard of due managerial care in selected areas that play an important role in the life of a business corporation, especially with regard to the key issues that arise in these areas. In this context, not only the current case law and legal doctrine are explained in this work for illustration, but also previous judicial conclusions and conclusions of the professional public, which will be applied in the current legal environment. Last but not least, this work also deals with the legal regulation of due managerial care and the business judgment rule in English law, where the space is devoted not only to the general interpretation of individual institutes, but also to the conclusions of case...

The liability of the carrier in road carriage of goods Abstract This dissertation deals with contractual relations and liabilities between parties of carriage and freight forwarding contracts in domestic and international road carriage of goods.The work offers detailed analysis of current legislation (up to 31. 12. 2018) and examines judicial and doctrinal outcomes in national and international - namely German, Austrian and Slovakian - context. The first part answers selected questions of freight forwarding contracts as set forth in the civil code. A special focus is given to freight forwarder's liability for loss and damage of forwarded goods, and other damages caused by a breach of contract. The work also looks at the change of legal and liability status of the freight forwarder enabled by their right to act as a carrier or failing to meet their obligations toward the principal. In offering a comparison between freight forwarding and carriage contracts, this work stresses the common practice of mixing up their obligations, answering questions of legal interpretation and offering a framework for practical application of the contracts. The work further offers a thorough analysis of transport regulation as set forth in the civil code as well as the CMR Convention. It focuses specifically on receiving and...

Contracting autonomy in construction of classes of shares and its limits Abstract This diploma thesis focuses on the topic Contracting autonomy in construction of classes of shares and its limits. Giving today's trend of providing increasingly wider freedom to private persons to negotiate their rights and obligations differently from the law, this topic is still actual, whereas even opinions concerning individual partial issues are evolving. In addition, the topic is also actual with respect to already valid, yet ineffective, amendment to the Business Corporation act, which concerns shares and classes of shares as well. The goal of this diploma thesis is to explain the issue of classes of shares and the limits to contracting autonomy of founders, respectively shareholders in their construction. Although several legal publications about the most of partial issues have been written, many issues are answered inconsistently, therefore there is uncertainty among recipients of legal norms concerning what they can, and they cannot negotiate. Thesis is divided into three main parts (chapters) and several subchapters. System was chosen in a way the author of this thesis considers appropriate, so the described issues are explained continuously. The first part of this thesis focuses on the concept of the share. Its...

1 One-tier organisational structure of Czech joint-stock companies and British public limited companies Abstract This thesis deals with selected issues of one-tier board structure of a joint-stock company in the Czech and British legislation. The emphasis is placed on the position and regulation of the Board of directors, its members, shareholders, and their mutual relationship. Not only has the present legal regulation been monitored, but also its historical roots, which significantly influenced the evolution of the institute and its present form. The first chapter deals with corporate governance. It includes all aspects and theories, which as a whole have completed the position of a shareholder as well as a joint-stock company itself. Moreover, diffuse and concentrated ownership is explained, as well as separation of ownership of the company from its management, and the related "principal"-"agent" problem. Also, the basic characteristics of Anglo-Saxon and continental approach to the law have been reflected. The second chapter describes and clarifies the essence and the form of one-tier board structure as it is regulated in the UK. A remarkable element of British company law is the extent to which the company's internal affairs are left to its shareholders through the company's articles of association....

63 Abstract The aim of this master's thesis is to describe and analyse the foundation and incorporation process of limited liability company according to the Czech law as well as to describe and analyse the directive (EU) 2019/1151 of the European Parliament and of the Council amending the directive (EU) 2017/1132 of the European Parliament and of the Council. The thesis is divided into 3 chapters. Chapter one is a brief summary of the characteristic features constituting limited liability company that distinguish it from other forms of business companies. Those features are limited liability of shareholders, necessity to create share capital, flexible legal regulation and the nature of the company leaning toward smaller involvement of shareholders in the company management. Chapter two deals with the foundation and incorporation of limited liability company according to the Czech law. The first part of this chapter deals with the articles of Association from a general point of view. It deals with the elements of the articles of Association, with the focus on mandatory elements. The second part of this chapter discusses the pre-incorporation contracts. The third part of this chapter deals with the obtaining of a business licence, especially the regulated trade licence. The fourth part of the second chapter...

Influential person Abstract The theme of this thesis is a legal understanding of the term 'influential person' which entered the Czech legal system due to significant changes in private law, especially when the Act no. 90/2012 Coll., on Business Corporations and Cooperatives and the Act no. 89/2012 Coll., Civil code came into effect. The thesis is primarily focused on identifying and analyzing the particularities of the term, its contribution to the law of business corporations and also its use in legal practice. The thesis relies on the methodology of analyzing the valid legal enactment of influence in comparison to its evolution, legal practice and scholarly literature. The thesis is divided into five chapters in total. The first chapter introduces the term corporate group as a sign of economic concentration, and subsequently the specifics and forms of corporate groups are being discussed. The next part briefly describes the evolution and basic scheme of legal enactment of corporate groups in the Czech Republic, especially the changes in the Act no. 513/1991 Coll., Commercial code and the local sources involved in the enactment. Furthermore it also explores the legal enactment of corporate groups according to the European Union. The third chapter deals with the valid legal enactment of influence according...

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...

The theme of this diploma thesis is " Contracting autonomy in construction of types of shares and its limits". Its aim was to analyse the domestic legal regulation and to clarify the limits in the construction of types of shares. To achieve this aim, the author tried to interpret the limits of the key provisions of the Business Corporation Act with the support of professional literature and comparisons with foreign legal systems, especially with the United Kingdom. The aim of the thesis was fulfilled. The key provisions were analysed, and the limits were set. The author of the thesis concluded that the current legislation would merit an amendment to achieve legal certainty and to eliminate the non-compliance of the practical and theoretical level. At the time of elaboration of this work, it was submitted an amendment to the Chamber of Deputies of the Parliament of the Czech Republic as a Parliamentary Press No. 207, which should solve most of the problems. The first chapter deals with the concept and definition of the share, in particular as a part of the share capital, as a set of shareholder rights and obligations of the shareholder and as a security. The second chapter reflects the historical genesis of the kinds of shares in the Czech Republic and deals with the different types of shares in the...

Thesis title: One-tier organisational structure of Czech joint-stock companies and British public limited companies The thesis deals with the comparison of legal frameworks of one-tier organisational structure of joint-stock companies under - current Czech law, the Czech Business Corporations Bill of and English law. The aim of the thesis is to gather knowledge through comparison for critical evaluation of the Czech Business Corporations Bill. The advantages or, on the contrary, disadvantages of new regulation should be shown in the context of the gathered knowledge and the solution should be suggested. And also the aim of the research the institutes of English law are and their possible appropriateness for implementation into the Czech law. The thesis is divided into five chapters. First chapter defines terms of corporate governance and one-tier organisational structure presenting them in their historical context. The second, the third and the fourth chapter describe and analyze main features and institutes which are specific for given jurisdictions. At the end the fifth chapter deals with the comparison of regulations, argumentation of disputable questions and deduction of more common conclusions. The stress of the thesis is given on the fifth chapter. Solely method of description is used in the...

Acquisition of shares by employees of a joint stock company This master thesis deals with the issue of preferential acquisition of shares by employees of a joint stock companies. It studies Czech legislation in this area as well as legislation of the United Kingdom of Great Britain and Northern Ireland, especially whether it might be a source of inspiration for the Czech Republic. This thesis focuses on motivational potential of transferring shares to employees under preferential conditions regarding current legislation which is subsequently evaluated. At the beginning, it briefly describes historical development of the employee participation in the Czech Republic primarily regarding the privatisation and possibilities of employee participation it has brought. Afterwards, it examines the regulation of the employee shares in the Commercial Code, its limits and foundations. The next part concerns the legislation of the United Kingdom of Great Britain and Northern Ireland, the development of British joint stock companies and the reasons leading to their significant growth. Then, this thesis distinguishes direct and indirect participation of employees. Regarding the direct participation, it studies mainly the share option plans, their nuances, benefits and tax impacts. Besides it mentions the...

Collective investment scheme from the position of corporate governance Abstract The purpose of the dissertation thesis is to research the possibilities of application of corporate governance mechanisms in the area of collective investment scheme. In particular, the author surveys what corporate governance mechanisms are available for shareholders of ordinary corporations, what mechanisms are available for fund investors, what are the common overlaps of these mechanisms, and vice versa, where differences can be seen. These topics are analysed above all from the point of view of American law and European law. The thesis understands corporate governance mechanisms as the devices, institutions, and mechanisms by which shareholders assure themselves of not losing their investments. In principle, shareholders have three types of corporate governance mechanisms at their disposal, namely, regulatory, self-regulatory and market mechanisms. Regulatory mechanisms are instruments developed by legislator. Information duties, shareholder voting, board monitoring of management, fiduciary duties, remuneration schemes and debt instruments are analyzed in the area of regulatory mechanisms. Self-regulatory mechanisms are mechanisms created and enforced by market players. Corporate governance codes are particularly the most...

Název, abstrakt a klíčová slova v anlickém jazyce New corporate law imperativeness and dispositivity Abstract This dissertation thesis focuses on the basic premise that the autonomy of the will, as a fundamental principle of private law, also applies to corporate law. When researching the imperative and dispositive norms of corporate law, one must examine how the autonomy of the will can be manifested and limited. All the limitations of the autonomy of the will to dispose of its private-law relations are realised through certain limits, which set boundaries that cannot be overstepped by the subjects of legal relations. Therefore, this paper contains the categorisation of the types of restrictions on the autonomy of the wills and the limits through which these types of restrictions on the autonomy of the will are realised. Exploring the limits of the autonomy of the will leads to a preliminary conclusion that all these categories follow a general requirement, that the legal actions should be in accordance with the meaning and purpose of law. The meaning and purpose of a legal norm can be considered as a basic criterion for defining the legal norm as imperative or dispositive. However, it must be emphasised that the limits on the autonomy of the will may be imposed not only by imperative norms, but also by...

1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...

Duty of members of elected bodies and other persons to prevent threatened insolvency of business corporation and consequences of breach of the duty Abstract This diploma thesis deals with the area of civil, commercial and insolvency law. It focuses in particular on the duty of directors of a business corporation and other persons to prevent threatened insolvency with emphasis on the legal regulation of the consequences of breach of such duty. This diploma thesis is divided into four main chapters, where the most important one is the second chapter. The chapters in the diploma thesis flow continuously and logically which facilitates the reader's orientation in the subject. The first chapter defines the basic terms related to the discussed topic which are subsequently used throughout the diploma thesis. Emphasis is placed on the duty of care, whose breach is a prerequisite for the application of the sanctions described in the second chapter. The second chapter deals with the consequences of the breach of the duty to prevent threatened insolvency. The consequences are analysed in detail and the issues over which the legal consensus is missing are set out in the analysis. Different views on these uncertain points in the legislation are set out, and the thesis takes a critical approach in this matter and...

This paper deals with the problematics of private enforcement with main focus on the legislation comprised in the act no. 262/2017 col. on Compensation of Damages in the Area of Competition Law in the context of the evolution of the approach of the European Union and the Czech Republic towards private enforcement. The aim of this paper is to evaluate the impact of the new law on legal status of persons, who have suffered harm caused by competition law infringement, when claiming for compensation for his or hers loss. The author of the paper critically evaluates the way the European law was transposed into the Czech legal environment and its real impact on the legal relationships in the area of private enforcement of competition law. The author examines in detail the newly established framework of limitation periods which differs significantly from those of the general civil law both before and after its recodification. The Act on Compensation of Damages in the Area of Competition Law does not comprise transitional provisions concerning limitation periods. Therefore the intertemporal conflicts of the new act with other civil law acts are dealt with in depth. Consequently the area of compensation for loss is discussed. Within this area the author analyses the problematics of presumption of existence...

v anglickém jazyce This thesis focuses on the topic of creation of and decision-making by the statutory and controlling bodies of state-owned entities. Its main goal is to analyze the methods by which the law responds (or should respond) to the consequences resulting from the nature of the state as a legal entity for the creation of and the decision-making processes by the relevant bodies. With respect to the topic of this thesis, these specifics include the use of the state- owned entities to achieve certain public goals and the greater significance of the so- called principal agent problem (i.e., the separation of ownership and governance problem). The thesis starts by definitions and descriptions of the above-mentioned specifics, including the consequences these lead to. On the basis of such introduction, the author then analyzes the possible ways to regulate the nomination processes with respect to the statutory and controlling bodies. The nomination process is a process the outcome of which is the determination of the person to be elected or appointed into the respective body of the state-owned entity. In this part, the thesis analyzes, in particular, i) the existing legal regulation - the Governmental Committee for Personal Nominations, ii) four alternatives of proposed legal regulation, and...

1 Application of competition law on the markets with multisided platforms Abstract This rigorous thesis deals with a phenomenon of multisided platforms from the competition law perspective with a special focus on online multisided platforms. A notion of multisided platforms is explained in the thesis as well as its implications for the competition law. It is then examined how a market structure of a multisided platform influences a process of delimitation of a relevant market and assessment of a market power as two basic pillars of every competition law analysis. Theoretical findings are then confronted with a selected decision-making practice of EU and national competition authorities dealing with the phenomenon of multisided platforms. The thesis is structured into four main chapters. Chapter One contains a brief introduction into the subject-matter and sets out goals of this thesis which are to present the phenomenon of multisided platforms, explore its specifics and show how the methods of competition law analysis needs to be adapted in other to correctly assess all the specifics of the multisided platforms. Chapter Two presents various definitions of multisided platforms in academic literature. Potential categories of multisided platforms are presented in this chapter. The notion of multisided...

The purpose of the thesis is to answer the question whether the new legal rules set forth by the Directive 2014/104/EU of the European Parliament and of the Council of 26 November 2014 on certain rules governing actions for damages under national law for infringements of the competition law provisions of the Member States and of the European Union and its transposition into Act. No. 262/2017 Coll., on Damages in the Field of Competition, as amended, is able to provide for more effective private enforcement of competition law by all injured parties compared to present. The thesis is composed of eight chapters, except from the introduction and the conclusion, each of them analyzes the current regulation of private enforcement of competition law, evaluates it and proposes the possible solutions for securing the rights of injured parties. The second chapter describes the main differences and relationship between public and private enforcement of competition law. Since the competition law cases often includes the international element, the third chapter deals with the questions of international jurisdiction and applicable law and its importance for facilitating claims for damages by injured parties. The fourth chapter examines the scope of application of the above mentioned regulations. The fifth...

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...