Com o propósito de conceituar a natureza da relação jurídica entre o administrador e as sociedades anônimas, expõem-se, inicialmente, os centros institucionalizados de poder, suas formas de estruturação e funções desenvolvidas na companhia. Delimita-se, então, a quais desses núcleos de poder as atividades de direção, execução e supervisão ordinárias da atividade corporativa foram atribuídas pela Lei. Caracterizado o administrador, aprecia-se a qualidade na qual este age e produz determinados efeitos com seu comportamento. Para a definição dessa posição ocupada na companhia, afere-se a natureza da atribuição da personalidade jurídica ao ente coletivo e sua independência em face dos membros subjacentes. O vínculo criador dessa posição jurídica, entretanto, não possui fundamento teórico uníssono da doutrina estrangeira, tampouco é consenso entre os doutrinadores brasileiros. Aprecia-se, assim, a adequação dos principais argumentos de cada teoria frente ao ordenamento jurídico pátrio mediante a abordagem dos elementos estruturais do ato de preenchimento de órgão. A modalidade do referido ato é definida pela análise da natureza da eleição, mediante a apreciação da deliberação dos órgãos legitimados, da possibilidade de manifestar a vontade social diretamente a terceiros e de produzir efeitos determinados com autonomia, bem como da função integradora da aceitação, como condição de existência de um negócio jurídico bilateral ou de eficácia de um negócio jurídico unilateral. Por fim, confrontam-se as principais características dessa relação jurídica aos contratos de mandato, de prestação de serviço e de trabalho para possibilitar a verificação de sua adequação típica e a definição de um conceito ao ato de preenchimento de órgão de administração das sociedades anônimas. / Aiming to create the concepts for the nature of the juridical relation between the officer and the joint-stock companies, this work initially exposes the institutionalized power centers, their structures composition and roles developed in the company. In the sequence, the essay outlines to which of those power nuclei the Law has ascribed the ordinary activities of direction, performance and supervision of the corporate activity. After the officer is characterized, the work analyzes the quality under which such officer acts and produces certain effects on his/her behavior. To define such position held with the company, it is verified the nature of the assigning the legal personality to the collective entity and its independence towards the underlying members. The bond creating such legal position, however, does not have unified theoretical ground in the foreign doctrine and neither is it a consensus among the Brazilian teachers. Hence, adequacy of each theorys main arguments is assessed against the countrys legal system by addressing the structural elements in the act of fulfilling the body. Modality of such act is defined by analysing the nature of the election, assessing deliberation of the empowered bodies, the possibility of manifesting the social will directly to third parties and to produce certain effects in autonomous manner, as well as the integration roles of the acceptance as a condition for existence of a bilateral juristic act or condition for efficacy of an unilateral juristic act. Finally the main characteristics of such legal relation are confronted with the power-ofattorney, service rendering and employment agreements to enable verification of their typical adequacy and definition of a concept to the act of fulfilling the administration body of the joint-stock companies.

The aim of this thesis is to define the problems associated with the process of the mergers of companies in the Czech legislation. The theoretical part deals with mergers from the legal, accounting and tax point of view. The following part is a practical example which describes the merger of five joint-stock companies. This example is based on real data and it demonstrates some situations characterized in the theoretical part.

in English The thesis analyzes memorandum of association and by-laws of a joint-stock company, from both general point of view as well as from the point of their required particular informations. The part concerning general point of view describes and evaluates memorandum of association as document incorporating a joint-stock company, it is described what role is performed by this document throught the whole process of incorporation of a joint-stock stock company and what role is assigned to this document after the company has been established. The part concerning general point of view then covers the by-laws as a document which is a basic norm for functioning of a particular joint-stock company. The functions of a by-laws in relation to the chosen subjects are described and evaluated. The two general parts are connected through the tract about the relation between a memorandum of association and by- laws, where the relation is evaluated and the role and significance of the two documents is compared. The other part of the thesis concerns itself with particular required informations, every one of the information describes and evalutes relevant legal regulation which is confronted with the opinions contained in the scientific literature, in the court decisions and my opinions. Eeach required...

<p>Transfers of joint stock companies can be executed in several ways - for example by transferring individual shares or by transferring all shares or by selling the company's assets and liabilities. It is not fully clear which rules should apply to transfers of joint stock companies. Some legal experts claim that the Sales Act (Köplagen) is applicable, while others claim that the rules for promissory notes (Skuldebrevslagen) should apply. This distinction is of great significance regarding the extent of the vendor's liability. According to Skuldebrevslagen the vendor's liability is rather limited, while Köplagen enjoins the vendor a more extensive liability.A transfer of a joint stock company brings about great economical risks, both for the vendor and for the purchaser. Therefore it has become customary to execute a so-called due diligence, before the actual purchase takes place. The concept of due diligence derives from Anglosaxon law and appears in Sweden since the 1990's. The purchaser is allowed to examine the company before the purchase. Normally the purchaser engages expertise to do the actual investigation, for example a law firm. An interesting question is to what extent the actual examiner (i.e. the lawyer) can be considered liable.</p>

Transfers of joint stock companies can be executed in several ways - for example by transferring individual shares or by transferring all shares or by selling the company's assets and liabilities. It is not fully clear which rules should apply to transfers of joint stock companies. Some legal experts claim that the Sales Act (Köplagen) is applicable, while others claim that the rules for promissory notes (Skuldebrevslagen) should apply. This distinction is of great significance regarding the extent of the vendor's liability. According to Skuldebrevslagen the vendor's liability is rather limited, while Köplagen enjoins the vendor a more extensive liability.A transfer of a joint stock company brings about great economical risks, both for the vendor and for the purchaser. Therefore it has become customary to execute a so-called due diligence, before the actual purchase takes place. The concept of due diligence derives from Anglosaxon law and appears in Sweden since the 1990's. The purchaser is allowed to examine the company before the purchase. Normally the purchaser engages expertise to do the actual investigation, for example a law firm. An interesting question is to what extent the actual examiner (i.e. the lawyer) can be considered liable.

The main goal of the Master’s theses is to raise joint stock company „Lintel“ workers self-reliance and help them to plan monthly knowledge evaluation. Quick information technologies development becomes the most important reason for requirements chancing to education. Workers must learning all live and raise qualification if they want to survive in work market. Quick chance of information is very important not only for joint stock company „Lintel“. This problem is important for all companies, which work in information sector. Distance learning is the way, which can help to workers learning where they want; when they want and choose a temp how quickly they want to learn information. Workers can learn without going out from the work for a long time. The most important subject in this kind of studies is student. Students in distance learning course can study information, make self-tests and quizzes. The results of quizzes and self-tests allow to workers to know limitation of they profession knowledge’s.

Com o propósito de conceituar a natureza da relação jurídica entre o administrador e as sociedades anônimas, expõem-se, inicialmente, os centros institucionalizados de poder, suas formas de estruturação e funções desenvolvidas na companhia. Delimita-se, então, a quais desses núcleos de poder as atividades de direção, execução e supervisão ordinárias da atividade corporativa foram atribuídas pela Lei. Caracterizado o administrador, aprecia-se a qualidade na qual este age e produz determinados efeitos com seu comportamento. Para a definição dessa posição ocupada na companhia, afere-se a natureza da atribuição da personalidade jurídica ao ente coletivo e sua independência em face dos membros subjacentes. O vínculo criador dessa posição jurídica, entretanto, não possui fundamento teórico uníssono da doutrina estrangeira, tampouco é consenso entre os doutrinadores brasileiros. Aprecia-se, assim, a adequação dos principais argumentos de cada teoria frente ao ordenamento jurídico pátrio mediante a abordagem dos elementos estruturais do ato de preenchimento de órgão. A modalidade do referido ato é definida pela análise da natureza da eleição, mediante a apreciação da deliberação dos órgãos legitimados, da possibilidade de manifestar a vontade social diretamente a terceiros e de produzir efeitos determinados com autonomia, bem como da função integradora da aceitação, como condição de existência de um negócio jurídico bilateral ou de eficácia de um negócio jurídico unilateral. Por fim, confrontam-se as principais características dessa relação jurídica aos contratos de mandato, de prestação de serviço e de trabalho para possibilitar a verificação de sua adequação típica e a definição de um conceito ao ato de preenchimento de órgão de administração das sociedades anônimas. / Aiming to create the concepts for the nature of the juridical relation between the officer and the joint-stock companies, this work initially exposes the institutionalized power centers, their structures composition and roles developed in the company. In the sequence, the essay outlines to which of those power nuclei the Law has ascribed the ordinary activities of direction, performance and supervision of the corporate activity. After the officer is characterized, the work analyzes the quality under which such officer acts and produces certain effects on his/her behavior. To define such position held with the company, it is verified the nature of the assigning the legal personality to the collective entity and its independence towards the underlying members. The bond creating such legal position, however, does not have unified theoretical ground in the foreign doctrine and neither is it a consensus among the Brazilian teachers. Hence, adequacy of each theorys main arguments is assessed against the countrys legal system by addressing the structural elements in the act of fulfilling the body. Modality of such act is defined by analysing the nature of the election, assessing deliberation of the empowered bodies, the possibility of manifesting the social will directly to third parties and to produce certain effects in autonomous manner, as well as the integration roles of the acceptance as a condition for existence of a bilateral juristic act or condition for efficacy of an unilateral juristic act. Finally the main characteristics of such legal relation are confronted with the power-ofattorney, service rendering and employment agreements to enable verification of their typical adequacy and definition of a concept to the act of fulfilling the administration body of the joint-stock companies.

Anonymity of shareholders and the associated degree of transparency of the joint- stock company belongs in the field of company law among the most debated issues. Especially in light of the necessary fight againstmoney laundering and financing of global terrorism European legislaton creates extensive modification of the terms which are targeted on uncovering the identity of genuine owners of joint-stock companies. Czech Republic is obliged to transpose these terms into czech law. From this perspective, it is a very dynamic subject that is rapidly evolving and is not analyzed comprehensively. Work is primarily devoted to the description of the institutes in czech private law, which allow to maintain the anonymity of shareholders and degree of their possible identification. The thesis contains also the characteristics of selected public law acts in which is presented strong public interest on the identification of beneficial owners of corporations. The thesis also reflects upcoming changes that will in the near future modify the position of shareholders and their potential unfolding. The first two chapters focus on the brief description of the historical development of the concept of shareholders anonymity and the terms of their identification. The second chapterfocuses on the enactment of theBearer...

- The course of general meetings of a joint-stock company The topic of this thesis is the course of general meetings of a joint-stock company. A joint stock-company is a limited company (a stock corporation), that means a company when membership in this company is connected with the obligation of investment contribution, either monetary or non-monetary, and that upon its formation, or when increasing its registered capital. The supreme body of a joint-stock company is the general meeting. The general meeting is a compulsory formed body regardless of the internal system of joint-stock companies, no matter if it is a monistic or dualistic board structure joint-stock company. With regard to the fact that it is compulsory, it is evident that the general meeting plays an important role in the functioning of the company itself. Within this thesis attention is also devoted to situations which are closely related to the course of general meetings. These are situations that precede general meetings, e.g. convening, and also situations after their closing. Within this thesis is also partly compared current legislation relating to joint stock companies, Act No. 90/2012 Sb., law on business corporations and cooperatives, with the previous related legislation, that means Act No. 513/1991 Sb., the Commercial...

The course of a general meeting of a joint-stock company The primary goal of the following diploma thesis is to comprehensively analyse the topic in question after the recent recodification of the Czech private law. The author aims to evaluate the current legal state of the course of a general meeting of a joint-stock company by studying multiple relevant sources, outlining the most important legal aspects and reviewing some of the frequently academically discussed contemporary issues and topics. Primarily the author aims to accomplish that by thoroughly studying and examining the newest legal doctrine and some of the most important existing judicial decisions. Systematically the thesis consists of four main chapters. The first chapter contains the general introduction of the matter and a legal definition of a joint-stock company while mainly focusing on its structure and bodies. The second chapter is divided into two parts and generally focuses on the matter of participation and the legal representation on a general meeting. The first part of the chapter highlights the legal reasons of why and by whom the general meeting of a joint-stock company can be convened. The author then defines and discusses all its possible participants in the following part of the chapter. The third chapter is devoted to...