The Interest of the Business Corporation and its Protection Abstract This thesis is about the general interests of business corporations. It creates a comprehensive overview, designed to enable the reader to become acquainted with the basic factors which are shaping such interests. While maintaining the link to Czech legal regulation and jurisprudence, it describes the nature of business corporations' interests at a basic level and it points to legal institutions that might indirectly complement this idea. The objectives detailed above are pursued in three ways, each of which is considered in one of the three parts of the thesis. The three parts follow each other sequentially, leading the reader through a comprehensive path to understanding some areas of the law that, at first, might seem unrelated. It sets basic distinguishing criteria for the different types of business corporations. These criteria are important for the thesis' eventual conclusions, which are in the theoretical level related primarily to capital companies. In the first part of the thesis, there is a brief summary of the historical development the economic aspect of business corporations and a discussion on conflict of interest issues, both inside and outside the corporation, which influence corporate interest. The second part deals with...

Monistic organisational structure of a Czech joint-stock company after recodification of private law. This thesis deals with the monistic organisational structure in Czech legal system. The possibility of choosing the one-tier system was given to the Czech joint-stock companies thanks to recodification of private law, under which, effective as at 1. 1. 2014, was adopted The Business Corporation Act. However, implementation of this obligatory option was not without difficulties. The legislator had chosen inconvenient solution when, unlike in the foreign jurisdiction, there are obligatory constituted two organs. Such a conception, based on links on the dualistic system, creates many interpretation difficulties. In the beginning of this thesis, I introduce internal organisational structures in the view of broader framework of corporate governance. Further, I characterize various organisational structures, classify them and point out their differences. The main focus is on the third chapter. First, I describe the development of the Czech legislation until present state. Flowingly, I characterize the Czech one-tier system, and then I analyse the organs that are in monistic organisational structure constituted. Special attention was requested by the board of directors and statutory directors. The largest...

The diploma thesis deals with the new legal regulation of trading companies. The aim is to present the legal regulation of trading companies and so to connect the Business corporation act with the accounting and tax regulations. The first part presents the basic aspects of the regulation of trading companies in the system of the new legal regulation. It deals with the mutual position of the new Civil code and the Business corporation act and occupies itself with the general reglation of legal persons, that applies to trading companies. This part is being followed with the presentation of general requirements of the Business corporation act. The second part analyses the personal companies, where the special attention is dedicated to deposit duty, that can be paid for by doing work. The last part presents the capital companies and the special attention is dedicated ty paying of prepayments on share on profit (dividends) in these companies. The thesis is completed with a lot of practical examples and diagrams.

This thesis deals with the creative accounting in the selected business corporation. First, the theoretical background is defined, followed by an analysis of the selected accounting cases for the year 2016, where creative accounting methods were used. All the creative accounting cases are then redesigned so that they do not include these practices. New earnings are therefore calculated as well as the new value added tax rate that the company should have properly deducted.

La gouvernance des sociétés par actions canadiennes accorde une place aux créanciers, qui contribuent considérablement à leur financement. Les créanciers fournissent une prestation en échange d’une promesse d’être payé plus tard, de sorte qu’ils sont en conflit d’agence avec d’autres parties prenantes de la société par actions, particulièrement les dirigeants. Principale voie procédurale des litiges en droit des sociétés, le recours en cas d’abus (ou « recours en oppression ») permet d’endiguer certains aspects de ce conflit d’agence en octroyant aux tribunaux de larges pouvoirs pour pallier les abus. Cette intervention judiciaire s’exprime par la théorie des attentes raisonnables, selon laquelle le tribunal doit protéger non seulement les droits des parties, mais également leurs attentes raisonnables. La jurisprudence permet de conclure à des attentes raisonnables relativement à l’information fournie par la société, au patrimoine social et au processus décisionnel des dirigeants. Elle laisse également entrevoir une attente raisonnable à l’égard des modifications du partage des risques découlant d’un événement imprévisible. / Creditors feature prominently in the corporate governance of Canadian business corporations and significantly contribute to their funding. Creditors perform in exchange for a promise to be paid later, so that they are in an agency conflict with other stakeholders of the corporation, especially managers. The main procedural route for litigation in corporate law, the oppression remedy helps curb some aspects of the agency conflict by granting courts broad powers to remedy oppressive conduct. This judicial intervention is expressed through the theory of reasonable expectations, which states that the court must not only protect the legal rights of the parties but also their reasonable expectations. The case law shows that creditors have reasonable expectations toward the information provided by the corporation, its assets and the decision-making process of managers and directors. It also suggests a reasonable expectation with respect to changes in the sharing of risks arising from an unforeseeable event.

The purpose of this dissertation is to provide its readers with a detailed and comprehensive look at the institute of duty of care, business judgment rule and related civil and partly also criminal liability of members of (not only) statutory bodies of capital business companies, and in this respect also to introduce an internal compliance program as one of the main instruments of good and effective corporate governance. The main objective of this dissertation is therefore to verify or refute the hypothesis whether, and if so in what particular form, can an internal compliance program be seen as an institute helping members of statutory bodies of capital business companies in fulfilling specific requirements and obligations of their duty to carry out the statutory function with due (managerial) care. The existence (implementation) of an internal compliance program is quite commonly connected with so called regulated markets and also with individual business corporations whose ownership structure extends the boundaries of the Czech Republic (typically British or American business corporations seated in the Czech Republic). But what about a wide neutral zone of Czech business corporations, i.e. especially small and medium-sized capital business companies? Shall these implement an internal compliance program as well? And, if so, on what grounds and with what benefits?