My master thesis deals with the position of members of the board of directors in a joint-stock company. The focus of this thesis is to deliver a complete overview of information on members of the board of directors of a joint-stock company and other aspects related to the performance of this function. The entire thesis is divided into six chapters, where the first chapter deals with the board of directors and its role in a company. Followed by a chapter on a sole fuctioning of a member of the board of directors. Subsequently the thesis deals with the agreement on performance, which steadily continues in the definition of rights and duties of members of the board of directors. Significant part of this work is dedicated to the sphere of action of the board of directors and the responsibility of its members.

Codetermination and its regulation in Czech legal order Abstract This thesis deals with codetermination and its regulation in the Czech legal system. The main goal of this thesis is to discover whether the current valid regulation enables companies to really utilise the benefits of codetermination, and alternatively under what circumstances it would. The thesis firstly analyses the advantages and disadvantages of codetermination. This analysis aims to determine the main purpose and function of codetermination, which is according to the author mainly improvement of communication and cooperation of the employees and the board, alternatively the management. The thesis focuses mainly on three fundamental aspects of codetermination, them being the position of employees in the supervisory board, the appointment of employees in the supervisory board and sub- sequently the termination of the function in the supervisory board. The thesis takes into account both companies' and employees' point of view. Czech regulation does not take into account the special position of the employees in the supervisory board, whereby there's often a conflict of interests. The chapters regarding the appointment and termina- tion of the function point out that it is possible for the company to influence the members of the supervisory...

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...

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...

Šiuolaikiniai techologijų pasiekimai pakeitė verslo pasaulį. Tokia kaita įtakoja bendrąją politiką, įpareigodama UAB darbuotojų poreikį mokytis visą gyvenimą ir įteisinti kaip vieną iš pagrindinių prioritetų. Mokymas tampa jau nebe epizodine patirtimi, o nuolatine gyvenimo dalimi. Vadinasi, mokymosi galimybės turi būti prieinamos visiems visais gyvenimo tarpsniais ir bet kurioje aplinkoje. Suaugusiųjų mokymui ypač svarbus kompetencijomis grįstas mokymas, suteikiantis žinių ir gebėjimų, kurias UAB darbuotojai galėtų taikyti praktiškai. O praktiškai taikyti žinias yra svarbu ir aktualu dabartinėje kintančioje visuomenėje. Tuo tarpu mokymasis darbo vietoje yra ypač svarbus. Todėl mokyti UAB darbuotojus ir kelti jų profesinę kvalifikacija, tai pačių įmonių interesai ir poreikiai. Tai sąlygoja susidariusios priežastys, kaip mokslo ir technikos pažanga, reikalaujanti naujų specialistų, nuolatinė darbo pobūdžio kaita. UAB darbuotojų reikiamų kompetencijų neturėjimas sunkina bei mažina galimybes sėkmingai veikti darbo rinkoje. Vadinasi, UAB darbuotojų mokymasis ir kvalifikacijos kėlimas bendrovei naudingas, kadangi didina lankstumą ir skatina motyvacijos augimą. / Modern techniques achievements changed the business world. This change affects the general policy, imposing the JSC employees need for lifelong learning and the validation of one of the main priorities. At the same time, lifelong learning is not only government institutions, educational institutions, and the JSC's concerns and the willingness of workers to remain competitive in the labor market. Training is no longer episodic experience, and a permanent part of life. Thus, learning opportunities must be available to all in all life, and in any environment. Adult education is particularly important skills-based training, knowledge and skills to JSC employees to apply in practice. A practical application of knowledge is important and relevant to the current changing society. While the job training is crucial. Therefore, the training of workers and JSC to raise their professional qualifications, the same corporate interests and needs. JSC staff in addressing the professional qualification of the problem of the use of the private company, as well as external qualification of the potential of the system. Determines the competitiveness of the company's key factors, the tools, staff skills and qualifications, abilities and qualifications of managers. However, there is a major problem, the JSC, employers are not convinced that the training of workers will benefit, taking into account the economic levels of today.

The course of the general meeting of a joint-stock company The aim of this thesis is to describe the procedure of the convening and the course of the general meeting of a joint-stock company according to the new Law No. 90/2012 Coll., on commercial companies and cooperatives. The regulation of the convening and the course of the general meeting is highly important, because the general meeting is the supreme body of joint stock company, which is exclusively authorized to decide on the fundamental corporate issues. Structure of this thesis is divided into 5 chapters. The first chapter is general, introductory and it describes the definition, the regulation and the organization of the joint stock company. The second chapter is devoted to the question of the proper convention of the general meeting, which is the basic assumption to the valid course of the general meeting. In the first part of this chapter are defined reasons for convention of the general meeting and bodies of the company entitled to this step. The second part of this chapter is devoted to the methods of publication and the content of the invitation to the general meeting. The third chapter identifies issues related to participation in the general meeting. It describes forms of the participation in the general meeting and related issues, the...

- The course of a general meeting of a joint-stock company This diploma thesis, thematically divided into four chapters, is focused on the course of general meetings of Czech joint-stock companies as governed by the Act no. 90/2012 Coll., on Commercial Companies and Cooperatives as well as some other Acts in specific matters. The goal of this thesis is to describe the individual topics and issues related to the course of a general meeting beginning with its convocation, through its course (in strict sense) and ending with adopted resolution. This thesis works primarily with all the accessible information sources such as available study books, legal commentaries, articles and especially the relevant case law of Czech courts related to the topic of this thesis. Analytical and partly comparative methodology was used for the purpose of writing this thesis. General meeting of a joint-stock company as it supreme corporate body decides on the fundamental issues of the company and at the same time serves the company's shareholders, which are (through the general meeting) able to participate on the management of the company. For this reason, the legal regulation of general meetings of joint-stock companies is quite elaborate. Nevertheless, a number of interpretational issues related to this topic exist, as...

Board of Directors of a joint-stock company and position of its members Board of Directors of a joint-stock company is a body whose powers can be divided in two major fields of activity. The first one is called business management and involves organization and conducting of business within the company. The second one includes the right to act on behalf of the company in relations to third parties. The aim of my thesis is to analyze issues related to the so called "concurrence of duties" which has recently become very relevant and there is still no generally accepted solution. Concurrence of duties can be defined as a situation, where a member of the Board of Directors performs, besides his duties, other duties for the company (different from his duties of a member of the Board of Directors) as an employee of the company. These concurrent duties are based on different legal rules, so e.g. the respective liability for damage in connection to the performance of such duties, possibilities of termination of the legal relationship between such person and the company or tax and insurance payment conditions are regulated differently. The problem is that it is unclear how such person is to be considered - whether he/she is a member of the Board of Directors or an employee. I tried to analyze the current...

The first part of this thesis describes in general the limited liability company, the advantages and disadvantages it provides to its partners and it is explained why this company form is continuously the most popular business entity type. The second part of this paper introduces the joint stock company, basic terms used in joint stock company law and the advantages and disadvantages this company type provides to its shareholders. Crux of this thesis is in the third part, that describes the process of foundation of both company types and their subsequent enrolment in the companies register. Emphasis is placed on the differences between both company types that the partners and shareholders have to deal with, especially in regard to the content of the Memorandums of Associations of both companies.

The aim of this thesis is to provide the reader with basic information about doing business in Russia and about options of entering this market (entering in cooperation with a local partner, establishment of commercial representation, a subsidiary, a company and about specifics of joint ventures in Russia). The second and the main aim of this thesis is to compare the Czech and Russian regulation of the joint-stock company and this way to draw the attention of the people interested in establishment of this type of corporation to main differences compared to a well-known Czech law. After a general introduction the main part of this thesis if focused on comparison of the most important parts of the regulation which determine the functioning of the joint-stock company -- regulation of the shared issued by the company, rights and duties of the shareholders, bodies of the company.