A growing number of private limited companies are formed today. The distribution of shares in a corporation can be done in different ways. The most common one is that the most suitable shareholders, for the future development of the company, have a majority in the company in order to govern and control the company and its affairs. In a company with a solid majority decisions are fairly easy to make and there are seldom disputes, in terms of such decision-making.   But in today's legal arena companies are formed where shares are divided evenly between the partners. This is done to spread the control of the company between several shareholders. But what happens when a company of two people, or groups of equally strong shareholders, can not agree within the general meeting for a decision on who will be appointed as the Chairman, or in the case of important issues concerning the company's affairs.   One such company whose shares are scattered among the shareholders is generally called a 50/50 company. The company is not regulated in the Swedish Companies Act which makes it difficult to determine how certain decisions will be resolved when there are disagreements. What is regulated in the legislation for limited companies is very generally applied, which is why agreements and contracts are often used as a complement and an instrument to combat locked situations in smaller companies, especially in the 50/50 company. Contracts are made to complement the law and statutes. There are many types of contracts which can be conducted between the shareholders however; this essay will deal only with the shareholders and consortium agreements/contracts.   When a small company, such as the 50/50 company, with few shareholders does not sign agreements or contracts between them in order to fully regulate the situations and problems that may arise, the results can be devastating. When shareholders can not agree on decisions in the general meeting it may pertain to two specific decisions. One is the decision which must be taken when appointing the Board to prevent that there is a draw of lots, which is certainly not the optimal way of decision-making for a company. The second decision is the one pertaining to other important issues which must be decided  in the general meeting, and where the Chairman’s casting vote will decide the outcome if the shareholders can not agree. It is there important to examine which possibilities exist for 50/50 companies to remedy a locked situation and maintain an optimal decision-making process.

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...

- The course of general meetings of a joint-stock company The topic of this thesis is the course of general meetings of a joint-stock company. A joint stock-company is a limited company (a stock corporation), that means a company when membership in this company is connected with the obligation of investment contribution, either monetary or non-monetary, and that upon its formation, or when increasing its registered capital. The supreme body of a joint-stock company is the general meeting. The general meeting is a compulsory formed body regardless of the internal system of joint-stock companies, no matter if it is a monistic or dualistic board structure joint-stock company. With regard to the fact that it is compulsory, it is evident that the general meeting plays an important role in the functioning of the company itself. Within this thesis attention is also devoted to situations which are closely related to the course of general meetings. These are situations that precede general meetings, e.g. convening, and also situations after their closing. Within this thesis is also partly compared current legislation relating to joint stock companies, Act No. 90/2012 Sb., law on business corporations and cooperatives, with the previous related legislation, that means Act No. 513/1991 Sb., the Commercial...

The course of a general meeting of a joint-stock company The primary 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 contemporary 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 then defines and discusses all its possible participants in the following part of the chapter. The third chapter is devoted to...

72 Invalidity of a resolution of the General Meeting Summary This thesis focuses on the issue of invalidity of a resolution of the General Meeting in terms of the current legislation contained in the Commercial Code (Act No. 513/1991 Coll.). Extensive space is devoted to its application in decision-making practice of the courts, especially the Supreme Court of the Czech Republic. The work is divided into 11 basic chapters. Chapter One and Two are devoted to a general description of the General Meeting as the supreme authority of the capital commercial companies and analyze the manner of decision-making. Significant space is devoted to the legal nature of the resolutions of the General Meeting, where the work confronts the various currents of opinion among professionals themselves and with the decisions of the Supreme Court of the Czech Republic. Chapter Three contains the reasons for invalidity of a resolution described with a more detailed analysis of defects, in the presence of which can be the validity of the resolution called into question. Chapter Four is devoted to nullity, as the specific case of the invalidity of the resolutions of the General Meeting, which has resulted in a breakthrough to the limits laid down in § 131, respectively § 183 of the Commercial Code. Chapter Five deals with conditions,...

Invalidity, nullity and ineffectiveness of a resolution of general meeting and other bodies of a limited company Abstract This Master's thesis deals with the issue of invalidity of the resolutions of the general meeting of capital companies in the applicable private law of the Czech Republic. The introduction of this Master's thesis covers the historical development of legislation concerning the general regulation of the limited liability company and the joint stock company with a certain focus on good morals and the invalidity of the resolutions of the general meeting of the capital companies in the territory of the Czechoslovak Republic and its successor state departments. Chapter on the legal nature of the resolutions of the general meeting follows on from this historical definition. Similarly as in the case of historical development, legal nature of the resolutions of general meeting is first addressed in historical context, more specifically before the year 2014. The purpose of this analysis is to define the basic theoretical assumptions, which are also applicable to the legal nature of the resolutions of the general meeting at the time of applicability of the Civil Code and the Business Corporations Act. The chapter is concluded with a finding that the change in the legal nature of the resolutions of...

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...

(The protection of minority shareholders' rights) The theme of this thesis is the protection of minority shareholders' rights. This problem of joint-stock companies is very comprehensive. So that this thesis is focused on rights belonging to shareholders with qualified share in stated capital of company which are situated in § 181 and § 182 in the Czech Commercial Code. The thesis consists of eight chapters. In the first chapter the comment of basic terms connecting to this topic is presented. The term of joint-stock company and its characteristic features are briefly engaged. Further the terms shareholder and minority shareholder are specified. The second chapter is focused on historical development of minority shareholders' rights from 1991 when the Commercial Code was enacted to the future. Special attention is given to amendments to the Commercial Code by Acts No. 142/1996 Coll., No. 370/2000 Coll. and No. 420/2009 Coll. In the third chapter the general comment about reasons of protection of minority shareholders' rights is given and areas of protection of these shareholders are specialized. The fourth chapter is concentrated on the right of minority shareholders to convence an extraordinary general meeting to discuss the program which is suggested. The Supreme Court of the Czech Republic has a...

- 1 - Abstract Business management The purpose of this thesis is to analyze selected aspects of business management with an emphasis on the legal regulation of instructions given by a general meeting, including instructions on request. The thesis also deals with specifics of business management in a monistic system of management of a stock corporation or in a group of companies. The thesis is divided into four chapters; each of them is closed with a partial summary which informs briefly about the topic being discussed and the resulting conclusions. The introductory chapter focuses on a management board of the stock corporation as a body which has an exclusive competence in business management and it defines the concept of business management and its limits in a decision-making process within the stock corporation. Chapter two deals with internal and external powers of the management board and it shows their mutual coherence and the resulting impacts on business management. Chapter three describes the internal organization of management of the stock corporation. Firstly, the decision-making process of the management board as a collective body is analyzed according to the Civil Code, s. 156 and, subsequently, the rules of delegation of powers are being discussed as drafted in the Business Corporations Act....