This master thesis discusses main characteristics and the process of establishment of joint stock company in the Czech Republic. At first the work analyses the process of establishment of joint stock company through statutes of a joint stock company formation and their mandatory and optional elements. Next part of the thesis deals with the process of creation of the joint stock company by registration to the Commercial Register. The aim of this thesis is to analyse the legislation related to the establishment of joint stock company and to show some general patterns concerning establishment of joint stock company for potential founders.

This thesis discusses comprehensively statutes of a joint stock company. The thesis analyses the mandatory and optional elements of the statutes under the Commercial Code. The aim is not to list all elements that the statutes may include, but to direct potential founder of a company to the necessary provisions of the statutes according to the purpose of the stock company. One part of the thesis deals with the adoption, modification and nullity of the statutes. There are outlined changes in regard to the new Act on Commercial Corporations which comes in force on January 1, 2014 and has an influence on the content of the status. Lastly the thesis drafts the statutes in case of the establishment of a joint stock company. The procedure respects the provisions of the Act on Commercial Corporations too.

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1 Abstract The name of this diploma thesis is "Remuneration of members of governing bodies of joint-stock companies". The goal of this work is to examine current legal framework of this topic both in legal norms of Czech Republic and in normative and recommendative acts of relevant international organizations (European Union, OECD), consequently to assess real application of these norms and eventually to appraise possibilities of enforcement of the respective principles in real-life practice. First chapter focuses on principles of integrity of business affairs and defines basic terms. Second chapter centers primarily around legal problematic of Contract on Execution of Function of Member of a Board of Directors in a joints stock company and its practical implementation. Third chapter analyses and describes - within framework of both current and historic legal norms - possibilities of various forms of remuneration, which can be however also denied under certain circumstances. Fourth chapter deals with Principles of Corporate Governance. Fifth and final chapter provides for a reflection of real life practice, i.e. how respective joints stock companies interact with legal regulation, respectively how will they interact with it. Proper remuneration policy is a complex issue, which has a free right of owners...

The aim of the thesis is to characterize the new monistic system of corporate governance of the joint-stock company introduced by the Business Corporations Act and compare it with the french classical system. The scope of the research is focused mainly on the analysis of the basic interpretative problems that arise within the new legislation and the main differencies and similarities of the czech and french monistic systems. The thesis is composed of three chapters, first of them mainly defining the theoretical differentiation of the monistic and dualistic system of corporate governance. The Chapter Two is the most important part because it examines the pitfalls of the relevant Czech legislaslation on the monistic system. The Board of directors and the Statutory director are the main bodies set up within this system. This chapter is oriented mainly on the possible difficulties that may arise from the varied interpretations of the law caused by the application of the analogy in connection to the Supervisory board and the Board of directors of the dualistic system. The Subchapter 2.5 deals with the Board of directors as the basic controlling and executive body which is co- responsible for the business management of the join-stock company. The scope of the authority of the Statutory director and the...

Remuneration of members of governing bodies of joint-stock companies The topic of this diploma thesis is the remuneration of members of the governing bodies of joint-stock companies under the Czech Business Corporations Act. Taking into consideration the tradition in the Czech Republic, I focused on joint-stock companies with the dualistic board system comprising of board of directors and supervisory board. This thesis mainly deals with the questions regarding the mandatory agreement on remuneration in the contract on performance of the office, the role of the general meeting and the new institute of subsidiary gratuitous office performance. In total, this thesis comprises of the introduction, six chapters, and the conclusion. The introduction is followed by the definition of basic terms, especially the definition of board member remuneration. The second chapter briefly introduces the corporate governance and focuses on the remuneration as a corporate governance instrument, which should contribute to the resolution of the agency problem between the shareholders and the management. The third chapter outlines the statutory regulation of remuneration within the contract on performance of the office and especially deals with the possibility of the agreement on remuneration outside the contract on performance of...

The monistic structure of a Czech joint-stock company after recodification of private law This thesis deals with a regulation of the monistic structure of a Czech joint-stock company, which has been introduced by the Business Corporations Act as a part of the recodification of private law. The aim of the thesis is to identify the basic problems of interpretation of the regulation, summarize possible variants of interpretation and present specific solutions. The thesis is divided into four parts. At the beginning of the first section the basic grounds of corporate governance explaining the internal operation of a business corporation are described. Further in this section the two basic organizational models of a joint-stock company are introduced and characterized, the monistic model with the Board of Directors and the dualistic model with the Executive Board and the Supervisory Board. This part also includes the comparison of selected foreign models. The second part focuses on the basic issues of regulation of the monistic structure in the Business Corporations Act. The definition of the monistic system, arrangement of the regulation and the issue of cogency of the provisions concerning the organization of a company are analysed here. The core of the thesis is the third part, which describes the...

Anglický název práce/ Abstract The course of a general meeting of a joint-stock company The main 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 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 defines and discusses all its possible participants in the following part of the chapter. The third chapter is devoted...

1 Abstract Remuneration of members of governing bodies of joint-stock companies Remuneration of members of governing bodies of joint-stock companies is very topical. The aim of this thesis is to analyse the topic and its fundamental aspects, to compare legislation before and after the re-codification of Czech private law and to compare Czech and British law relating to remuneration. The first chapter defines the basic terms, aims and methodology of this thesis and describes relevant economic concepts (e.g. principal-agent problem, fragmentation of ownership of joint stock companies). The second chapter focuses on the issue of concurrent engagement as a director and as an employee of the company. This issue had been object of legal uncertainty in the past. The third chapter focuses on entitlement to remuneration. After the re-codification, the director is not entitled to remuneration unless otherwise stipulated by the parties. The right to be remunerated can be based on a service contract, internal directive or a resolution of the company. In certain cases, the member can be entitled to remuneration at the prevalent market rate. This is being compared in the thesis to the British regulation where decision-making about remuneration may be entrusted to the board of directors itself. On the other hand, the...

The termination of membership in a Limited Liability Company and Joint Stock Company - abstract The purpose of this thesis is to summarize and analyze selected possibilities of termination of membership in a Limited Liability Company and Joint Stock Company together with related consequences of such termination. I have aimed especially to the actual legal regulation contained mostly in the Czech Commercial Code however taking into consideration the decision making practice of the Czech Supreme Court as well. Within the writing of this thesis I have also reviewed upcoming new regulation contained within the Act on Business Corporation. The thesis is composed of foreword, three chapters and conclusion, where the second and third are most important ones as they deal with the two most usual kinds of business corporation in the Czech Republic - Limited Liability Company and Joint Stock Company. The first chapter represents general foreword in respect of the membership in a corporation. Chapter two is composed of eight parts. Part 1 - 7 deals with specific reasons for termination of membership in a Limited Liability Company (agreement, transfer of business interest, court-ordered termination, expulsion, bankruptcy and distraint, death and winding-up) and part 8 deals with consequences of such termination as...