1 Abstract Issues of Criminal Liability of Legal Entities The aim of the thesis is to analyse and evaluate the current legal regulation of criminal liability of legal entities regarding the most problematic institutions of law contained in the Act No. 418/2011 Coll., on Criminal Liability of Legal Entities and Proceedings against Them, which came into effect on 1 January 2012. The subject of the thesis is current and still developing, based on the increasing amount of convicted legal entities. The regulation is affected by numerous amendments. Despite the lawmaker's effort, the act contains many problematic provisions criticized by experts. Therefore, new amendments can be expected in the near future. The thesis is composed of five chapters. Chapter One deals with the general issues regarding the criminal liability of legal entities, its progress in the Czech Republic, the process of passing the Act on Criminal Liability of Legal Entities and the arguments in favour of and against the enactment of the regulation. Chapter Two focuses on the substantive criminal law incorporated in the Act on Criminal Liability of Legal Entities and examines institutions of law contained in the aforementioned act, mainly its problematic parts. Chapter Three concentrates on sanctioning of legal entities, because the Act on...

This work is concerned with the comparison of the entrepreneurship in the Czech Republic and in Austria from the legal point of view. The first two chapters deal with the possibilities of carrying out business as a sole trader and the possibilities of establishing various kinds of companies, that may be established according to Czech and Austrian law. The whole work is mainly focused on legal entities. Private bodies are just mentioned in the first two chapters. The following chapters are concerned with the mostly used forms of companies (legal entities) with regard to the rights and duties of the founders and partners participating in a company. Each part is separately concerned with founding or establishing companies and with the rights of the founders respectively of the owners of each legal form of companies. In particular cases, where the companies have to establish bodies, e. g. the board of directors, the tasks and rights of these bodies are mentioned. Last but not least the practice use of the different legal forms of companies is compared. Enclosures shall depict the great variety of possibilities of carrying out business or establishing companies according to Austrian law and show the main differences between the legal entities.

The submitted diploma thesis focuses on the area of criminal liability of legal entities, which is not only the most controversial area, but also represents the very core of the Act on criminal liability of legal entities. The aim of this work is a detailed analysis of the positive legal regulation of imputability of a crime to a legal entity, focusing on confrontation of provisions concerning the possibility of exculpation, especially section 8(5) of Act No. 418/2011 Coll., with the fundamental principles of substantive and procedural criminal law. Introducing the topic, the concept of legal entity is defined, then the arguments for and against the adoption of criminal liability of legal entities are presented, as well as models of criminal liability of legal entities. At the end of the first chapter, the issue of the scope of criminalization is analyzed. The second chapter is devoted to the positive condition of imputability of a crime to a legal entity. This includes not only the very structure of imputability, but also the individual persons whose acts can be imputated to the legal entity. Furthermore, the following chapter focuses on the negative condition of imputability, i.e., the exculpation, or non-imputation of the crime to a legal entity. The provision regulating exculpation is subject...

1 Selected Issues of the Criminal Liability of Legal Entities in the Czech Republic Summary This thesis focuses on the selected issues of the criminal liability of legal entities in the Czech Republic, concretely the Act No. 418/2011 Coll. on Criminal Liability of Legal Entities and Proceedings against them. The main purpose of the thesis is to pick the most unclear provisions as well as the ones that cause that the criminal proceedings are not really effective. The first chapter analyzes the circumstances of ratification of the Act into the Czech legal system and the discussions connected to the ratification. The second chapter describes the chosen conception of the criminal liability of legal entities. Following chapters deal with the chosen pitfalls related to the application of the Act. The third chapter covers the § 7 of the Act and the extent of the crimes which are listed in this provision. The main problem regarding this provision is the fact, that on one hand we can find some crimes that can be hardly committed by legal entities and on the other hand we cannot find several offenses that could be expected to be committed mainly by the legal entities, e.g. infringement of the competition rules under the § 248/2 of the Criminal Act No. 40/2009 Coll. The fourth chapter focuses on § 8, firstly how the...

Environmental offences committed by legal entities Abstract This thesis deals with the Czech criminal law protection of the environment and its development in relation to legal entities. The main importance for this thesis is found in Act No. 418/2011 Coll., on Criminal Liability of Legal Entities and their Prosecution effective since the January 1, 2012, which brought new institute of criminal liability of legal entities into the legal system of the Czech Republic. Although, there had been several changes, imperfections still occur in connection with this institute. Furthermore, this thesis concerns on Act No. 40/2009 Coll., Criminal Code and international and EU regulations related to the environment. The aim of this thesis is to evaluate whether the criminal liability is a suitable and effective tool to protect the environment. The thesis is divided into four chapters. The first chapter provides explanation of concepts essential for the thesis, especially the concept of legal entity in the applicable law and the concept of environment, it also deals with environmental protection and it sources in national, EU and international regulation. The second chapter focuses on adoption of Act No. 418/2011 Coll., on Criminal Liability of Legal Entities and their Prosecution and the circumstances before the...

O presente trabalho tem por objetivo analisar os aspectos fundamentais do negócio jurídico associativo, na forma disciplinada pelo atual código civil. O legislador ampliou a disciplina referente à associação, pessoa jurídica de direito privado; definiu essa entidade e estabeleceu os elementos essenciais que seu estatuto deve conter. Inseriu regras acerca dos direitos dos membros e da transmissão da qualidade de associado. Tratou da sua exclusão e da necessidade da existência de uma justa causa para tanto. Foram elencadas normas acerca da convocação e competência da assembleia geral dos associados. Por fim, se estabeleceu regras acerca da dissolução dos entes e do destino do patrimônio remanescente, bem como da possibilidade de restituição da contribuição aos membros. Foi identificada omissão do legislador em relação a certos pontos, que serão estudados na presente tese de doutoramento, com auxílio de doutrina estrangeira, em especial a italiana. Para tanto, trataremos das principais características das associações, que as distinguem de outras pessoas jurídicas de direito privado, em especial as fundações e sociedades, analisando os seus elementos essenciais. Serão abordadas as formalidades previstas para sua constituição e aquisição da personalidade jurídica, bem como os efeitos da personificação. Será feita uma diferenciação entre as associações personificadas e não personificadas, para analisarmos se o regime jurídico aplicável a elas deveria ser distinto. Ademais, dentro da disciplina do negócio jurídico e do contrato, em especial, procuraremos identificar a natureza do ato constitutivo que dá origem à associação. A organização interna dessas entidades será estudada, envolvendo questões acerca da constituição, funcionamento, funções e competências dos seus órgãos, bem como a forma de tomada de deliberações e a disciplina de sua anulação, além dos problemas de conflitos de interesses e de responsabilidade dos administradores. Trataremos, ainda, das condições para alteração dos estatutos e das regras para retirada e exclusão dos membros e seus efeitos. Por fim, abordaremos a dissolução das associações. / The present work aims to analyze the basic aspects of the legal transaction with the purpose of creating an association, as regulated by the current civil code. The legislator broadened the discipline referring to the association, a legal entity of private law. He defined this entity and set the essential elements that its bylaws must contain. He inserted rules concerning the rights of the members and the transmission of the quality of associate. He dealt with their exclusion and the necessity of the existence of a fair cause for it. Norms concerning the call and the competence of a general meeting of the associates have been foreseen. Finally, rules concerning the dissolution of the entities and the destination of the remaining assets have been established, as well as the possibility of the restitution of the contributions to the members. However, the legislator omitted some points, that will be studied in the present thesis with reliance on foreign doctrine, in particular the Italian one. In order to achieve that, we will deal with the main characteristics that distinguish the associations from other legal entities of private law, in special foundations and business entities such as partnerships and corporations. The formalities foreseen for its constitution and the acquisition of the legal entity will be discussed, as well as its effects. Differences between the associations with and without legal entity will be established, to conclude wether their applicable legal regime needs to be special. Moreover, dealing with the disciplines of the legal transaction and of the contract, specially, we will try to identify the nature of the constituent act that originates the association. The internal organization of these entities will be studied, involving questions regarding the constitution, operations, functions and abilities of its bodies. Besides that, the form of deliberating and the process to invalidate them will be analyzed, as well as the problems of conflicts of interests and responsibility of the managers. We will then have mentioned the conditions for alteration of the bylaws, the appraisal rights and the exclusion of the members and its effects. Finally, we will approach the dissolution of the associations.

1 Abstract Criminal proceedings against legal entities This diploma thesis focuses on procedural provisions of Act No. 418/2011 Coll., On Criminal Liability of Legal Entities and Proceedings against them, which has undergone many changes since the 1st January 2012 and is constantly evolving since the criminal liability of legal persons is in the legal order of the Czech Republic still a relatively novelty and therefore a current topic. The Act has been subject to criticism prior to its entry into force, which in some aspects is still up to date even today. Simultaneously with the development and changes of the law itself, the opinions of the professional public and professional literature are developing, which responds to these changes, but on some issues, it still awaits the relevant case law of higher courts. The work is divided into three parts. The first chapter deals with general issues of criminal liability of legal persons and their development in the Czech Republic. This part contains also a brief summary of the development of the Slovak regulation of the criminal liability of legal persons, which has been influenced and inspired by the Czech legislation, and it is interesting to see their mutual development in the future as well. In the second chapter, the diploma thesis deals with reasons of...

O presente trabalho tem por objetivo analisar os aspectos fundamentais do negócio jurídico associativo, na forma disciplinada pelo atual código civil. O legislador ampliou a disciplina referente à associação, pessoa jurídica de direito privado; definiu essa entidade e estabeleceu os elementos essenciais que seu estatuto deve conter. Inseriu regras acerca dos direitos dos membros e da transmissão da qualidade de associado. Tratou da sua exclusão e da necessidade da existência de uma justa causa para tanto. Foram elencadas normas acerca da convocação e competência da assembleia geral dos associados. Por fim, se estabeleceu regras acerca da dissolução dos entes e do destino do patrimônio remanescente, bem como da possibilidade de restituição da contribuição aos membros. Foi identificada omissão do legislador em relação a certos pontos, que serão estudados na presente tese de doutoramento, com auxílio de doutrina estrangeira, em especial a italiana. Para tanto, trataremos das principais características das associações, que as distinguem de outras pessoas jurídicas de direito privado, em especial as fundações e sociedades, analisando os seus elementos essenciais. Serão abordadas as formalidades previstas para sua constituição e aquisição da personalidade jurídica, bem como os efeitos da personificação. Será feita uma diferenciação entre as associações personificadas e não personificadas, para analisarmos se o regime jurídico aplicável a elas deveria ser distinto. Ademais, dentro da disciplina do negócio jurídico e do contrato, em especial, procuraremos identificar a natureza do ato constitutivo que dá origem à associação. A organização interna dessas entidades será estudada, envolvendo questões acerca da constituição, funcionamento, funções e competências dos seus órgãos, bem como a forma de tomada de deliberações e a disciplina de sua anulação, além dos problemas de conflitos de interesses e de responsabilidade dos administradores. Trataremos, ainda, das condições para alteração dos estatutos e das regras para retirada e exclusão dos membros e seus efeitos. Por fim, abordaremos a dissolução das associações. / The present work aims to analyze the basic aspects of the legal transaction with the purpose of creating an association, as regulated by the current civil code. The legislator broadened the discipline referring to the association, a legal entity of private law. He defined this entity and set the essential elements that its bylaws must contain. He inserted rules concerning the rights of the members and the transmission of the quality of associate. He dealt with their exclusion and the necessity of the existence of a fair cause for it. Norms concerning the call and the competence of a general meeting of the associates have been foreseen. Finally, rules concerning the dissolution of the entities and the destination of the remaining assets have been established, as well as the possibility of the restitution of the contributions to the members. However, the legislator omitted some points, that will be studied in the present thesis with reliance on foreign doctrine, in particular the Italian one. In order to achieve that, we will deal with the main characteristics that distinguish the associations from other legal entities of private law, in special foundations and business entities such as partnerships and corporations. The formalities foreseen for its constitution and the acquisition of the legal entity will be discussed, as well as its effects. Differences between the associations with and without legal entity will be established, to conclude wether their applicable legal regime needs to be special. Moreover, dealing with the disciplines of the legal transaction and of the contract, specially, we will try to identify the nature of the constituent act that originates the association. The internal organization of these entities will be studied, involving questions regarding the constitution, operations, functions and abilities of its bodies. Besides that, the form of deliberating and the process to invalidate them will be analyzed, as well as the problems of conflicts of interests and responsibility of the managers. We will then have mentioned the conditions for alteration of the bylaws, the appraisal rights and the exclusion of the members and its effects. Finally, we will approach the dissolution of the associations.

It is more than 6 yeas as of the moment when Act No. 418/2011 Coll., on penal liability of legal entities and proceedings against them, entered into effect, however, in spite of it inland legal regulation still offers a number of key application and conceptional issues. The achieved objective of the dissertation work submitted was to provide comprehensive and detailed interpretation of the existing legal regulation of the conditions when criminal liability of legal entities is established and to point out, in that interpretation, to some of its particularities, deficiencies or ambiguities in the interpretation. In order to achieve that objective, the author dealt with not only Czech legal regulation as such, however, also with wider topics that clarify the origination of this form of penal liability but that can also help interpreting problematic legal institutes or be the basis for next amendments to the law, if any. For this purpose, the presented dissertation work is divided in four main chapters. The first part contains introductory and fundamental issues of the criminal liability of legal entities. As the sine qua non condition of the topic under investigation, it defines the term of "legal entity" and outlines the historical development of the concept of penal liability of legal entities in...

1 Criminological aspects of crimes committed by legal entities Abstract The subject of this work is problematic of criminological aspects of crimes committed by legal entities, and the individual definition of a legal entity as a criminal offender. The institute of criminal liability of legal entities is relatively young, provided that the research in this field began in the second half of the 20th century. In the nowadays the research of criminal liability of legal entities is still actual topic, namely because it is massive, often concealed, sophisticated and dangerous phenomenon. The importance of research of this criminal activity grows in line with globalization of world economy and the growing importance held by the legal entities in society. The outputs of the researched issue can thus enable an adequate response to the crimes of legal entities and help create effective prevention programs. This work is divided into four parts. The introductory first part explains the terms "criminology" and "crime" in general, introduces the terminological and methodological apparatus of crime investigation, explains the concept of legal entity - the perpetrator of the crime. The second part deals with the history of criminal liability of legal entities in the world and the change in the understanding of crime. It...