Protection of minority shareholders after recodification of Czech private law The purpose of this thesis is to concentrate upon chosen areas of protection of minority shareholders, analyse them and review the advantages and disadvantages of the recodification of Czech private law in these areas. Simultaneously the thesis evaluates the usability of the existing judicial decisions and outlines possible development of the legislation. In the parts of the thesis where the author believes it is useful, the thesis compares these areas with foreign legislation and doctrine. The thesis is systematically composed of 4 chapters. The introductory part of the thesis consists of two separate chapters that describe the notions of minority and qualified shareholder and explain the reasons of their protection. After the definition of areas of protection of minority shareholders, chapter three concentrates on the areas of the protection that the author considers significant in terms of position of the minority shareholder in the company after the recodification. At first the thesis focuses on the participation of the shareholders in the corporate governance, specifically on the rights of qualified shareholders. The next part of the thesis highlights the new legal institute incorporated in the Czech legal order...

The thesis is focused on Corporate Governance phenomenon mainly on companies with public shares. Starting from the wide description of problematic the thesis continues with analyzing most important trends in governance, world known standards and even Czech standards. Furthermore it concentrates on description of Public Limited company role in Czech law system with special intention on statutory body. The result is an analysis of the role of Management Board and Supervisory Board, especially their impact on governance, duties and responsibility. In the end reader may find the drafts of measures and case study of corporate governance in Japanese global corporatin MITSUI & Co, Ltd.

1 One-tier organisational structure of Czech joint-stock companies and British public limited companies Abstract This thesis deals with selected issues of one-tier board structure of a joint-stock company in the Czech and British legislation. The emphasis is placed on the position and regulation of the Board of directors, its members, shareholders, and their mutual relationship. Not only has the present legal regulation been monitored, but also its historical roots, which significantly influenced the evolution of the institute and its present form. The first chapter deals with corporate governance. It includes all aspects and theories, which as a whole have completed the position of a shareholder as well as a joint-stock company itself. Moreover, diffuse and concentrated ownership is explained, as well as separation of ownership of the company from its management, and the related "principal"-"agent" problem. Also, the basic characteristics of Anglo-Saxon and continental approach to the law have been reflected. The second chapter describes and clarifies the essence and the form of one-tier board structure as it is regulated in the UK. A remarkable element of British company law is the extent to which the company's internal affairs are left to its shareholders through the company's articles of association....

Made available in DSpace on 2015-04-11T13:57:53Z (GMT). No. of bitstreams: 1 Francisco Maues.pdf: 601713 bytes, checksum: d7e237b8736ccacefd45e2527e7aa270 (MD5) Previous issue date: 2011-11-28 / The Brazilian companies of public corporation reached the value of market of approximately US$ 1,5 trillions in 2010, being that 57% of the value belong the thirteen companies, adding US$ 848,2 billion. The numbers show the evolution of the public corporation Brazilian companies, signaling the relevance to study as the social responsibility of the Brazilian companies of great manner is evidenced. With intention to reach the objective considered in this work, by the universe of 375 companies, one was taken as sample, of intentional form, the 13 bigger Brazilian companies for value of public corporation market of the Stock Exchange of São Paulo (BOVESPA) in 2011, for the fact of that they only averaged approximately 57% of value of market of the BM& F-São Paulo Stock Exchange. In a second analysis it was opted in only working with the companies who used methodology GRI in their Annual Report of Sustainability, was reduced for four companies, Petrobras, Vale, Itaú Unibanco Bank and Brazil Bank. In the identification of indicators of social responsibility of the analyzed reports, the Brazil Bank is distinguished as the company with the biggest number of evidences indicators, 65.6%, followed of Petrobras. Of general form the indicators of social responsibilities verified in the reports of the companies attend only 47.33% of the indicators recommended for the Resolution of the Resolução do Conselho Federal de Contabilidade nr. 1.003/04 and the used Social Assessment in the Annual Report of the companies partially evidence the Social Responsibility of the Brazilian companies of the public corporation. Of this form, it recommends that the companies of public corporation use more efficiently the evidence tools of social responsibility and countable indicators, for example, Resolution CFC nr. 1003/04. The adequate use of the evidence instruments will allow the managers to indicate and to associate the initiatives for which a company looks for keeping, to fortify and to make solid its image and the identity of the mark before its target audience. The study still disclosed that the social assessment is the best tool of evidence of enterprise social responsibility, but in the practice the value is wronged for the legislation lack that compels the corporations to use it. As subject for future research, it suggests evaluation of the impacts of the lack of adoption for the Brazilian companies of public corporation of the criteria of Resolution CFC nr. 1003/04 that they parameterize the evaluation of the RSE. / As empresas brasileiras de capital aberto alcançaram o valor de mercado de aproximadamente US$ 1,5 trilhões em 2010, sendo que 57% do valor pertencem a treze empresas, somando US$ 848,2 bilhões. Os números mostram a evolução das companhias brasileiras de capital aberto, sinalizando a relevância de estudar como é evidenciada a responsabilidade social das empresas brasileiras de grande porte. Com intuito de alcançar o objetivo proposto neste trabalho, do universo de 375 empresas, tomou-se como amostra, de forma intencional, as 13 maiores empresas brasileiras por valor de mercado de capital aberto da Bolsa de Valores de São Paulo (Bovespa) em 2011, pelo fato de que só elas perfaziam aproximadamente 57% de valor de mercado da BM&F-Bovespa. Numa segunda análise optou-se em trabalhar somente com as empresas que utilizassem a metodologia GRI no seu Relatório Anual de Sustentabilidade, reduziu-se para quatro empresas, Petrobras, Vale, Banco Itaú Unibanco e Banco do Brasil. Na identificação de indicadores de responsabilidade social dos relatórios analisados, destaca-se o Banco do Brasil como a empresa com o maior número de indicadores de evidenciação, 65,6%, seguido da Petrobras. De forma geral os indicadores de responsabilidades social verificados nos relatórios das empresas atendem somente 47,33% dos indicadores recomendados pela Resolução do Conselho Federal de Contabilidade nº 1.003/04 e o Balanço Social utilizado no Relatório Anual das empresas evidencia parcialmente a Responsabilidade Social das empresas brasileiras de capital aberto. Dessa forma, recomenda-se que as empresas de capital aberto usem mais eficientemente as ferramentas de evidenciação de responsabilidade social e indicadores contábeis, como por exemplo, a Resolução CFC nº 1003/04. A utilização adequada dos instrumentos de evidenciação permitirá aos gestores indicar e associar as iniciativas pelas quais uma empresa procura manter, fortalecer e solidificar sua imagem e a identidade da marca perante o seu público-alvo. O estudo revelou ainda, que o balanço social é a melhor ferramenta de evidenciação de responsabilidade social empresarial, mas na prática o valor fica prejudicado pela falta de legislação que obrigue as corporações a usá-lo. Como tema para futuras pesquisas, sugere-se avaliação dos impactos da falta de adoção pelas empresas brasileiras de capital aberto dos critérios da Resolução CFC nº 1003/04 que parametrizam a avaliação da RSE.

This Master‘s thesis deals with legal person taxation, namely public limited company. The work is divided into three parts in which the theory of taxes as such is summarised, with emphasis put on corporation tax, and this knowledge is further applied to Czech public limited company. The tax system and corporation tax in Ireland is compared to the one in Czech Republic, and tax liability is assessed, with suggestions for future following from that.

Revisionsplikten slopades 1 november 2010 i Sverige, vilket innebar att mindre aktiebolag som inte uppfyller vissa krav blev fria från revision. Efter slopandet av revisionsplikten har det skett ständiga debatter mellan olika parter över detta beslut. Somliga parter ser det utifrån en positiv aspekt, medan andra ur en negativ aspekt. Den höga kostnaden som revision avlämnar är en faktor till att flertal mindre aktiebolag väljer att inte anlita en revisor, främst hos nystartade aktiebolag. Studiens syfte är att undersöka varför mindre aktiebolag vänder sig till revision och använder sig av den även om de inte omfattas av revisionsplikt. Samt identifiera vilka önskvärda konsekvenser och icke önskvärda konsekvenser frivillig revision medför utifrån aktiebolagets synvinkel och utifrån institutionell teori. För att svara på studiens syfte har vi tillämpat oss av en kvalitativ metod, eftersom vi anser att den kan tillämpas för vårt arbete på bästa sätt. Frågeställningarna kommer sedan besvaras genom semistrukturerade intervjuer som görs med nio olika aktiebolag inom Sverige. Slutsatsen som kan dras är att de flesta aktiebolagen på marknaden har varierande synpunkter och åsikter kring revision samt slopandet av revisionsplikten. Utifrån våra intervjuer kan vi dra slutsatsen att det förekommer fler positiva kommentarer om revision än negativa. Det som ansågs vara bra med revision var att företagare får mer kontroll över bolaget samt att de får väldigt bra rådgivning som kan leda till en ekonomisk utveckling för bolagen. Utifrån revisorernas perspektiv har det förekommit en försämring på årsredovisningar, men även att det har skett en ökning av ekonomisk brottslighet. Det som de flesta bolagen gemensamt ansåg vara det stora problemet med revision var den höga kostnaden. Många av bolagen ansåg inte det som en nödvändig respektive värd investering, utan ansåg att likviditeten kan användas för något bättre. / The audit obligation was abolished on 1 November 2010 in Sweden, which meant that smaller limited companies that did not meet certain requirements were exempted from auditing. Following the abolition of the audit obligation, there have been constant debates between different parties over this decision. Some parties see it from a positive aspect, while others from a negative aspect. The high cost of auditing is a factor that several smaller limited companies choose not to hire an auditor, mainly with newly started limited companies. The purpose of the study is to investigate why smaller limited companies turn to auditing and use it even if they are not subject to auditing obligations. But also identify what desirable consequences and undesirable consequences voluntary audit entails from the company's point of view and from institutional theory. To answer the purpose of the study, we have applied a qualitative method, as we believe that it can be applied to our work in the best way. The questions will then be answered with semi-structured interviews conducted at several different limited companies in Sweden. The conclusion that can be drawn is that most limited companies in the market have varying views and opinions on auditing and the abolition of the auditing obligation. Based on our interviews, we can conclude that there are more positive comments about auditing than negative ones. What was considered good about auditing was that entrepreneurs get more control over the company and that they get very good advice that can lead to financial development for the companies. From the auditors' perspective, there has been a deterioration in annual reports, but also that there has been an increase in financial crime. What most companies jointly considered to be the major problem with auditing was the high cost. Many of the companies did not consider it a necessary or worthwhile investment, but considered that liquidity could be used for something better.

1 Abstract Decision making outside the general meeting of limited companies (per rollam) The aim of the thesis is particularly using the descriptive and the analytical method and the legal argumentation to analyse the legal regulation of the decision making outside the general meeting of limited companies (per rollam) contained in Civil Code and especially in Business Corporations Act, to focus of its specifics and possible interpretational problems of selected topics, to assess the impact of the per rollam decision making on rights of members of limited companies and last but not least to suggest framework possibilities for the further development of the legal regulation de lege ferenda. Alternatively, the comparative method with the British and Slovak legal regulation is used. The thesis is divided into four chapters; each of them is further divided into subchapters and closed with a partial summary. After the initial definition of the limited company and outlining its characteristics in the first chapter, the second chapter is devoted to the general analysis of the general meeting with an emphasis on possible alternative ways of decision making on and outside the meeting and to the question of the nature of the general meeting's resolution. In the third chapter the per rollam decision making in limited...

As a topic of my dissertation I have chosen a " Liquidation of capital commercial companies cancelled by a court." The reason to choose this topic was the fact, that it is a process not discussed by the professional public as much, including the "forced company liquidation", which is executed on the base of court decision. Other reason was the situation, when there is a constant growth of dysfunctional companies, that are unable of further business activity and the bodies of such companies do not participate on their functioning. I concentrate on liquidation of the capital companies in my dissertation that are typical with only property interest of the partners on the business activities of the company. The purpose is to describe the current state of liquidation process from the theoretical point of view and also focusing on the practice and jurisprudence, which in many cases is not uniform. The opening part presents the main area of the chosen issue with focus on dysfunction of the commercial company. The first part analyses the reasons leading to cancelation of the company with liquidation by court, while the reasons are mainly legal. It is possible to categorize the reasons on general and special, although it is theorized of factual reasons, that relate above all with inactivity of the...

As a topic of my dissertation I have chosen a " Liquidation of capital commercial companies cancelled by a court." The reason to choose this topic was the fact, that it is a process not discussed by the professional public as much, including the "forced company liquidation", which is executed on the base of court decision. The reason was the situation, when there is a constant growth of dysfunctional companies, that are unable of further business activity and the bodies of such companies do not participate on their functioning. My diploma thesis discuss of a liquidation of capital companies, that are typical with the capital participation of the partners, i.e. money appraisable deposit into the company determining their shares in the company. Such companies are the limited liability company, which is the most favorite organizationally-legal form, through which the business activity is performed, and joint stock company and this thesis also mentions european company. Liquidation is a complex of a commercial, administrative, tax and accounting acts pursuing settlement of property and other aspects of the liquidated company. Considering these reasons we can evaluate the current legislation of the liquidation as fragmented. The aim of this thesis is to comprehensively compile the topic of winding up a...

in English Duty to act with due managerial care in the course of management of a joint stock company in the Czech Republic with regard to the regulation in Great Britain. This thesis deals with duties of members of board of directors, especially with the duty of care, skill and diligence. The aim of the thesis is to analyze in detail the duty of care, skill and diligence owed by the members of board of directors to the company. Another aim of the thesis is to compare a legal framework of duty of care, skill and diligence according to the commercial code (‚obchodní zákoník') with the legal framework of duty of care, skill and diligence according to the (new) civil code (‚občanský zákoník') and to predict whether the existing cases could still be applicable in the future. The last and perhaps the most significant aim of the thesis is to compare the Czech legal framework of the duty of care, skill and diligence with the English legal framework of the above mentioned duty. The english corporate law has been developing for centuries, thanks to which the comparative part of the thesis is not only a theoretical treatise, but also a stimulative inspiration for the Czech legal system de lege ferenda.