Legal regime of a group company after recodification of private law in the CR This master thesis is devoted to the group of companies law in a broader sense of the business groups, including the terms influential entity and influence, after the recodification of private law in the Czech Republic. The thesis is composed of seven chapters. Chapter one briefly characterizes the term group of companies law, its two main models of regulation - the German and French approach, including the Rozenblum concept and a comparison of these two models. Subsequently, it presents the European regulation of the group of companies, along with its development and impact on the legal systems of the member states of the European Union. Lastly, a legal basis of the new legislation in the Business Corporations Act is considered. Chapter two describes certain legal terms of the Business Corporations Act, in terms of acting in concert and majority member. Chapter three defines the term and the characters of the group of companies in the sense of the business groups, and it also points to the reasons why the grouping occurs. Chapter four explores the essential elements of influential entity and influence as an institute that is applied within the particular types of the group of companies. In connection with the term...

nÃo hà / Este trabalho desenvolveu um estudo sobre a influÃncia do ativo intangÃvel e do capital social realizado no desenvolvimento econÃmico das sociedades anÃnimas por meio da lucratividade e do endividamento. As sociedades anÃnimas da BM&FBOVESPA, por possuÃrem seu capital aberto, foram o tipo societÃrio escolhido, sendo possÃvel obter os dados atravÃs de suas demonstraÃÃes financeiras. Considerando-se o perÃodo de 2010 a 2012, foram obtidas 1.495 observaÃÃes. Por meio da estimaÃÃo do modelo de regressÃo com dados em painel, foram analisadas as variÃveis âAtivo IntangÃvelâ e âCapital Social Realizadoâ em relaÃÃo à lucratividade (rentabilidade) e ao endividamento (recursos prÃprios e de terceiros). Os resultados obtidos da estimaÃÃo por meio das variÃveis escolhidas indicam que os ativos intangÃveis, em alguns cenÃrios, possuem atraÃÃo de aumentar o investimento de recursos de terceiros e prÃprios, alÃm de alavancar os lucros. O capital social realizado tambÃm sugeriu resultados semelhantes. / This research has developed a study about the influence that the intangible asset and the paid-up share capital exert on the economic development of business corporations through profit and debt. The business corporations BM&BOVESPA, having open capital, were the chosen corporate type, being thus possible to obtain data through their financial statements. Taking into account the period that ranges from 2010 to 2012, a total of 1.495 observations could be obtained. By estimating the regression model with panel data, the variables âIntangible Assetâ and the â Paid-up share capitalâ related to the profitability (rentability) and to the debt ( own resources and from a third-party) were analyzed . The results obtained from the estimation utilizing the chosen variables indicate that the intangible assets, in some cases, exert attraction on investments increasing coming from their own resources and also from a third-party; as well as on boosting profits. The paid-up share capital also suggested similar results.

Shareholder is an essential part of a joint stock company. No joint stock company can exist without its shareholders. Although, due to the nature of a joint stock company shareholders are not entitled to direct exercise of executive functions in the company, they may influence the operation of the join-stock company using their shareholder's rights. In connection with participation in the company, shareholders have also other rights, in particular right to a profit share or to a liquidation share. Special rights are granted to a minority shareholders (or qualified shareholders), due to their weaker position in the company. In addition, shareholders must fulfill certain obligations towards the company, in particular to fulfill a contribution obligation and to behave loyally towards the company. The aim of this thesis is to describe in general all the rights and obligations of shareholders, i.e. to describe its legal status in the company pursuant to the Business Corporations Act. The Business Corporations Act is effective for a relatively short time (as of 1 January 2014) and though it is largely based on the repealed Commercial Code, the interpretation of certain provisions may raise more questions than answers. Therefore, this thesis also seeks to point out possible ambiguities of this new legislation and to offer a solution to them.

The main objective was to draw attention to the new obligations and statutory regulations arising from the Business Corporations Act and the New Civil Code as compared to the former legislation. The thesis also addresses characteristic features of limited liability companies, their development and the conditions that have to be met by companies abroad.

Corporate Social Responsibility (CSR) is rapidly gathering momentum in the private, public and non-profit sectors over the last few years. First, the old business concept of placing profits and shareholders before principles is being replaced towards more accountability to shareholders and stakeholders. Second, running a business has become more public and a privilege dependent on the will of stakeholders. Third, it has become external where people affected by a firm’s decision have a voice in decision making. These reasons make CSR a strategic business imperative for sustainable growth of many firms. In CSR, paradoxically, there exists a lot of literature with an equal dearth of studies. Several streams of research and theory have been followed. One line of research has focused on the relationship between CSR and specific organizational field like financial performance or business ethics. Exploration of CSR as a comprehensive socio-economic cultural initiative remains limited. Another line of research has developed various conceptual and theoretical models, based on the debate which ranges between two extreme views, namely the classical(the business of business is business) and the socioeconomic(obligation to society for its existence). However, there is no empirical investigation on these differing(or dominant) views. A third line of CSR research is comparative studies, albeit limited and mostly based on web based, secondary data. Lastly, formal policy led collaboration between corporate and government remains largely unexplored. Specifically, in India, where CSR has the potential to usher in major social development, the focus it receives in development literature is distinctly low. This study recognizes these gaps and attempts a comparative study, taking an empirical approach, and furthermore, explores the larger area of CSR and public policy. The following objectives were defined: • Empirically investigate firms operating in India in order to understand their dominant(and differentiating) corporate social responsibility orientations. • To apply the Oliver E.Williamson’s (1985) framework of decision making (as illustrated by David Kreps) on corporate social responsibility. • To determine the nature of government policies and practices that will bring about more effective CSR by firms operating in India. These objectives were investigated through a questionnaire survey administered to the CEO/CSR head (decision maker) of those organizations which undertook CSR initiatives over a period of six months. The response rate was 17.7%. Analytical Hierarchy Process (AHP), Factor Analysis, Yate’s Chi-square test and Kruskal Wallis test were used to test the hypotheses and propositions developed. Investigations on overall CSR orientation (CSRO) of firms operating in India, through the Williamson’s framework, highlighted transaction cost economic as the dominant CSRO of firms operating in India. However these were variations according to country of origin. Significant differences in CSRO were also found according to ownership, size and nature of industry. However firms did not significantly differ on their social initiatives. To the extent that strategic concerns are important, the strategic choice of corporate social initiative was governed by considerations of the local institutional environment, and not their social orientation. Investigations on government policies for effective CSR practices highlighted corporate desire for a facilitative government approach(versus collaborative or regulatory). Firms wanted government facilitation in stakeholder management, publicity and endorsement, framing formal rules for community welfare and social disclosure. These results have implications for the industry as well as national development. Conclusions and implications of these results are discussed, and conceptual and methodological avenues for further research are illustrated.

Private limited liability company is a type of limited liability company used especially by small and medium-size enterprises. This form of company is very popular in and outside of Czech republic. In the last few years many countries have adopted new laws regulating private limited liability companies. In Czech republic it was Business Corporations Act in 2012 although many provisions were included in other acts. In Denmark this form of company is regulated in Danish Companies Act adopted in 2009. This thesis describes legal regulations on private limited liability companies in both Czech republic and Denmark. Description of Danish regulations is rather thorough since there is limited amount of other sources on this matter in Czech language. The aim of the thesis is to compare these regulations and their positive and negative aspects.

The aim of the diploma thesis is to compare the limited liability company legislation before the recodification of private law and after. The thesis is mainly focused on the accounting implications. The first chapter is dedicated to the recodification, their rationale and basic principles. The second section explains important dates related to changes in legislation. The following chapters describe the specific changes and their accounting solutions. At the end of the thesis is evaluated the effect of the recodification. Overall, the new legislation does not drastically alter the business corporations law. Newly entrust them much more freedom in deciding about themselves. Much more power and responsibility are concentrated in the hands of their statutory bodies.

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...

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Univ., Diss.--Hamburg, 2004.