In the present dissertation, we study tax competitions for foreign direct investment, which includes the study of greenfield investment with the firm's ownership problem and the cross-border merger and acquisition (M\&A). It sheds light on the literature of public finance, international economics, and industrial organization. In chapter 1, we develop an open economy model with two segmented countries and one monopoly firm which registered in one of the countries. Our results show that when there is an exogenous transportation cost when exporting, the market size plays an important role in tax competition, however, when there is an endogenous tariff determined optimally by each country, the market size does not matter in the tax competition. Chapter 2 and 3 study the tax competition for a post-cross-border merger and acquisition firm, which the firm has three location options, located in either of the countries or both. We found that when the governments have two tax instruments, the lump-sum tax and tariff, the market size and price policy play an important role in tax competition. Moreover, when the governments utilize the lump-sum tax as the only instrument for tax competition, both the firm and countries will be better off when the firm keeps both plants.

The thesis presents the cross border mergers at the national level in the Czech Republic and in Slovakia and contains also the European view. The Diploma thesis focuses on legal, accounting and tax aspects. The contibution of all these aspects to processing of cross border merger is also measured in main chapters. The component part of the Diploma thesis is also the practical example of cross border merger.

The aim of this work is the analysis of cross-border mergers, which are in the opinion of the European Commission, one of the tools for the free movement of capital within the European Union. The core element of the work is the decisive day, as the most important element for accounting, which is for the participating companies to build a specified date opening balance sheet. Based on the analysis of assembled I am trying to spot trends that pertain to the decisive date, and seeking connections between other data that are important during the merger.

The diploma thesis deals with the companies’ transformation and the main focus is on the cross-border mergers and its tax implications. The theoretical part introduces the topic of companies’ transformation with focus on cross-border mergers and describes its legal, accounting and tax implications. The practical part contains of analysis of cross-border mergers made by Czech companies from 2008 to 2020. The goal of the analysis is to find out where to Czech companies make cross-border mergers most often. Then for the selected countries the tax systems and mainly the corporate income tax is described. Afterwards, with a model example, the most convenient country for cross-border merger from the tax and corporate income tax perspective is selected.

This Master's thesis concerns cross-border mergers on the Czech market. The aim of the thesis is to identify their main trends. Though the theory of both cross-border and domestic mergers is mentioned, the emphasis is placed on the analytical part. The analysis is based on real life data of mergers which were realized from 2008 till 2015 and in which a Czech company took part. The research focuses on the development of quantity and type of cross-border mergers whose project was filed in the public register, quantity of finished mergers, number of participating companies and the country under whose legal system the participating companies operate, the position of Czech companies, ownership structure of participating companies, their legal form, reasons for realization of mergers, exchange ratio, decisive day assessment in relation with the balance sheet date and processing time of a cross-border merger.

The aim of this diploma thesis is to analyze various legal aspects related to mergers of public limited liability companies. The thesis begins with a summary of relevant legislation from Czech and European jurisdiction regulating domestic and cross-border mergers. It continues with the procedure of merger and the overview of necessary documentation and requirements. Broad part of the work is related to the impact on diverse areas, such as the impact on shareholders, employees or bookkeeping. The system of merger control is defined within the scope of the chapter dealing with effects on competition law. The legal aspects are illustrated on a practical case in the end of the thesis.

La fusion est l’opération par laquelle une ou plusieurs sociétés transfèrent, par la suite de leur dissolution sans liquidation, leur patrimoine à une société préexistante ou nouvellement créée; ce transfert s’opère moyennant la distribution de parts sociales aux associés de la société dissoute. En adoptant cette définition, le législateur européen et son homologue français ont souligné les effets principaux de la fusion en demeurant toutefois silencieux sur sa nature juridique. La doctrine et la jurisprudence se sont relayées afin de lever le doute qui régnait en la matière. Finalement, il semble que la notion originale de contrat-organisation soit la plus apte à saisir convenablement la nature de la fusion. La fusion est un contrat-organisation qui entraîne une mise en commun du patrimoine et des membres de chacune de sociétés fusionnantes au sein d’une seule société préexistante ou nouvelle. L’opération, qui ne saurait être réduite à une simple permutation de biens et valeurs, élabore un jeu de coopération entre les sociétés contractantes qui, désormais regroupées en une seule entité, gagneront et perdront conjointement. Cette qualification retenue en droit international privé conduirait à appliquer à la fusion distributivement la "lex contractus" et la "lex societatis". L’intervention d’une "lex contractus" propre à la fusion permettra, d’une part, de désigner la loi compétente pour régir les questions relevant de la nature contractuelle de l’opération et, d’autre part, de remédier aux insuffisances avérée de la méthode conflictualiste classique qui se contentait de l’articulation des "lex societatis". / The merger is an operation whereby one or several companies transfer all their assets, after their dissolution without going into liquidation, to an existing or new company in exchange for the issue of shares to their shareholders. This definition adopted by European and French legislators brings out the merger’s main effects without revealing its legal nature. Both doctrine and jurisprudence have struggled to clear up the confusion. The concept of “contrat-organisation” seems to be the most suitable in order to seize properly the merger’s legal nature. The merger is a “contrat-organisation” that leads to join the merging companies’ assets and members in an existing or new company. Therefore, the operation cannot be reduced to a simple exchange of assets and values between parties. On the contrary, the gathering of the contracting companies in a single entity will establish a rule of cooperation between them in a way that they will make profits or loose jointly. The transposition of the same legal characterization in the private international law requires a distributive application of the lex contractus and the lex societatis to be able to choose the applicable law to the merger. Applying the merger’s own specific lex contractus will help address the insufficiencies of the classical conflict of laws’ method solely based on the division of laws applicable to the merging companies.

The thesis deals with the new forms of cross-border transformation after the big amendment of the Transformation Act, which came to effect on 1 January 2012. The particular new options in the area of the cross-border transformations are analyzed in connection with the relevant case law of Court of Justice. The thesis follows the scheme of the Act, therefore the first chapter deals with general issues of cross-border transformations. This chapter identifies the conception of the cross-border transformation and then the categories of the entities which can participate in cross-border transformation. Then I deal with the various types of cross-border transformations. The first transformation analyzed is the cross-border merger. In addition to another the question of cross-border merger exclusively of Czech companies to foreign company is addressed in this chapter The next chapter deals with cross-border division. The special attention is paid to the possibilities of the cross-border division of societas europaea. The third chapter deals with the cross-border transfer of assets. Although even before the amendment the foreign person was allowed to take the assets of Czech company, Transformation Act now regulates this transformation much more in detail, including variation of the transfer of assets of a...

The purpose of my dissertation was to make an analysis of factors influencing the process of the carrying out of the cross-border merger of the Czech company with the company in the European Union. Solution procedure stems from a general definition of acquisitions and mergers, their historical development, reasons for the carrying out thereof, through the picture of these processes in international standards of financial reporting up to the regulation in the European Union. When analyzing the rules for cross-border mergers within the EU, I ascertained problematic places consisting in non-finalization of harmonization - in accounting context - of mergers, and in possibilities of a selection of a tax solution. Apart from the Czech legal regulation, I also analyzed the Slovak legal regulation since the last application part contains a practical example of merger of the Czech company and two Slovak companies carried out in 2009 and prepared on the basis of empirical data.

This thesis deals with the topic of cross-border mergers in the Czech republic. In the introductory part, the expressions like merger, cross-border merger are explained and reasons and possible obstacles of the merger (cross-border mergers) execution described. In the following chapter, I mention the possibilities of cross-border mergers in the Czech republic up to now. The thesis also handles the influence of the Directive on cross-border mergers of limited lability companies and the Verdict of the European Court of Justice in the matter of sp. zn. C-411/03 SEVIC Systems AG on the final version of the new legal Act on Transformation of Companies and Cooperatives. In the next chapter, I deal with the legal, accounting and taxation aspects of the cross-border mergers under the current conditions and according to czech legislation. I also included a chapter about the control of mergers of competitors. The last chapter mentions a concrete example of the real first cross-border merger in the Czech republic.