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Univerzita Karlova v Praze Právnická fakulta Disertační práce Veřejná nabídka cenných papírů Public Offering of Securities Abstrakt v anglickém jazyce Červen 2011 Mgr. Jan Mikuláš Školitel: Prof. JUDr. Stanislava Černá, CSc. Abstrakt v anglickém jazyce Public offering of Securities Dissertation thesis focuses on public offering of securities according to the Czech Law, USA Law and German Law. The first part of the dissertation thesis describes the definition of securities and basic types of securities according to the Czech law. Subsequently, new types of securities like derivates are described in more detail. Following part of the dissertation thesis analyzes interpretation of the term "security" according to the USA Securities Act of 1933. This part of the dissertation thesis covers the most important case-law such as SEC versus W.J.Howey Co., SEC versus Koscot Interplanetary, Inc. or Landerth Timber Co. versus Landerth. The main part of the dissertation thesis is concerned with the legal regulation of the public offering of securities. Especially the definition of the public offering is more closely analyzed, while as the basis for the definition the German professional literature and commentaries regarding prospectus and public offering according to the German Law and EU Law were used. Further...

Cílem mé práce byla analýza právního rámce pro zveřejňování účetních údajů se zaměřením na povinnosti podnikatelských subjektů. Dostupnost veřejných informací pro běžného uživatele a možnosti využití těchto informací pro rozhodování v oblasti nákupu cenných papírů.

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Bonds are a type of debt securities, which are regulated by the Act on Bonds (the Act No. 190/2004 Coll., as amended). In the Czech Republic, bonds are used to finance especially the government is especially financed through bond issuing. Despite bonds are not widespread across private companies or territorial self-governing units at the moment, in the future they might play a bigger role and become a competitor to the traditional ways of financing (e.g. bank loans) thanks to their advantages. The purpose of this master's thesis is to introduce the legal regulation of bonds, to distinguish bonds from different ways of financing, including description of their advantages and disadvantages, to analyze particular requirements of bonds, to describe the process of bonds issuing and finally to divide bonds into categories according to various standpoints. The thesis is composed of five chapters. The first chapter focuses on the formal sources of Czech and European bond law and on the concept of a bond, including its characteristic features. The second chapter concerns with the comparison of bonds to other ways of financing. For purposes of this thesis a company was chosen as a role issuer for the comparison. This chapter also introduces the advantages and disadvantages of bonds in relation to theirs...

61 Abstract The purpose of this thesis is to analyse new legislation on securities and book- entry securities enacted during the recodification of private law. The main legislation moved from the Act no. 591/1992 Coll., On Securities, into the Act no. 89/2012 Coll., The Civil Code. This thesis is divided into five chapters. The first chapter deals with the general definition of the concept of securities and booked-entry securities. It describes the definition of security that has been adopted from the Swiss Code of Obligations and describes the new concept of book-entry securities, which are now a substitute to securities and a separate legal institute. The second chapter briefly describes the functions of the securities. The third chapter describes forms of securities that are crucial for determination of methods of transfer of the securities. It also discusses enactment of legal presumptions of the form of the security that are used to determine form of securities in the case the form of the security is not entirely clear. Finally, this chapter deals with the question, whether the forms of book-entry securities are no longer distinguished. The fourth chapter analyses the transfer of ownership of the securities according to their various forms and discusses the conditions under which the securities in each...

Shares as Securities The purpose of this Master's degree thesis is to analyse the general characteristics of shares as securities with regard to amendments contained in the Act No. 90/2012 Coll., on Companies and Cooperative associations (hereinafter the "Act on Companies") and the Act No. 89/2012 Coll., the Civil Code (hereinafter the "Civil Code"). This thesis is composed of eight chapters, each of them dealing with different aspects of the aforementioned topic. Chapter One introduces the term "share" from the general point of view. Furthermore, this chapter contains a brief introduction into legal history of statutes, which were governing shares. Chapter Two explains the characteristics of shares as securities. The opening part of this chapter also focuses on the legal definition of security. Subsequently, this chapter deals with the provisions of the Act on Companies concerning the definition of share and the rest of this chapter examines various attributes of share with respect to the classification of securities. Chapter Three describes an issuance of share. This chapter is concerned with the legal regulation of issuance of securities and the process of issuance of shares governed by the Act on Companies. The last part of this chapter is focused on fractional value shares, which are referred...

Transaction in securities and their legal regulation The aim of this thesis is to define transactions with securities which are executed on capital market by investment firm. Theses is composed of 7 main chapters. Introductory chapters briefly provide evolution of securities in history. Afterwards the thesis focuses on the definition of securities according to contemporary legal regulation and reflects recent multiple changes in legal regulation. Attention is concentrated also to classification of securities in legal regulation. Types of contracts used in transactions with securities are also described. Consequently thesis concentrates on capital market regulation and supervision from the perspective of European and national law and reflects ongoing harmonization process. Primary attention is concentrated on position and activities of investment firm. It is the investment firm which provides investment services to customers and executes transactions with securities on capital market. Thesis focuses particularly on prudential requirements for providing investment services, categorization of customers, execution of client orders on terms that are most favorable to the client, scope of information which must be provided and requirements regarding qualification of personnel. The final part is devoted...

Resumé Název: Právní problematika operací s cennými papíry a finančními deriváty Title: Legal issues of transactions with securities and financial derivatives Klíčová slova: deriváty, cenné papíry, kapitálový trh Key words: derivatives, securities, capital market Resume: The crucial aspect in the economic development was and still is the way of financial payments and fund raising. The historical development had a number of forms (barter, gold coins), the more modern methods led to the introduction of securities and financial derivatives. From the beginning of introducing securities and financial derivatives to the market the methods of their trading became increasingly sophisticated and thus grew the importance and need of their legal definition and assessment of their use. Given the current importance of these financial instruments, which are increasingly affecting the economic and social life of many countries, I decided to at least generally analyze this area in this thesis. My thesis primarily analyzes the regulation of securities, financial derivatives and trading with them in the Czech legal system in order to highlight the imperfections that may in practice lead to ambiguous interpretation and tries to help to eliminate these gaps. The focus of the thesis lies in the comparison of the institutional...