(Non-)transferability of shares in business corporations Abstract This diploma thesis deals with (non-)transferability of shares in unlimited partnership, limited partnership, limited-liability company and joint-stock company. A share represents participation of a shareholder in business corporation. Each form of business corporation has a different modification of share transferability in the Business Corporation Act. Transfer of share is either prohibited, limited or allowed without any limitation. The rules on transferability also differ as to whether shareholders may deviate from them or not. The differences are mainly due to the personal or capital nature of the business corporation. The aim of this work is to determine the reasons which led the legislature to current transferability of shares in business corporations and to assess whether this legislation an appropriate solution is. The diploma thesis is structured into five parts. The first part deals with the theoretical introduction and defines a share and business corporations. The second and third part of the diploma thesis provides a detailed analysis of the transferability of the share in business companies, including the explanatory uncertainties and discussions that the current legislation raises. Part of the second part is also the...

The topic of my diploma thesis is " Differences between the transfer of shares in a business corporation for consideration and the purchase the business establishment". The main objective of my thesis is to explain and compare two legal institutes that are frequently used in order to change financial or proprietary structure in a business corporation. In my thesis I analyse the most important aspects which have to be taken into consideration while making these transactions. These aspects are legal, accounting and tax viewpoints that are crucial for a responsible seller or purchaser to consider according to the aim he wants to achieve by this transaction before the disposition commencement with one of these institutes. In practical part of my thesis I present some examples and their references following particularly from judicature of superior law courts (legal source since 1 January 2014 ) which show consequences and their view of aspects of individual steps concerned with share or company conversion. Further the practical part contains specific accounting methods and taxes related to these transactions.

Thesis: Stakeholder's value Goal of this thesis is to evaluate stakeholder's theory, as one of the ways of corporate governance. Shareholder model and stakeholder model dominate in corporate governance currently. At its core are two models considered competing. The method of corporate governance is largely influenced by the historical development of the legal and economic relationships in a particular nation. Therefore, before solving the very essence of stakeholder's theory, brief historical excursion into both model sis necessary. Work is divided into six chapters, first chapter is preceded by a short introduction and after sixth chapter follows the conclusion. The first chapter outlines the corporate governance as a field that is overarching stakeholder's theory. The second chapter presents the shareholder theory including its history. At the same time I try to focus on those aspects of the shareholder theory, which are in direct contrast to the stakeholder's theory. In the third chapter I describe the stakeholder's theory, including the historical context of the development of this model. In the fourth chapter I focus on a problem that accompanies stakeholder's theory: Is the purpose of the corporation to create value for its shareholders or for its stakeholders? First, though, I focus on what...

The diploma thesis emphasises on age management based on graduates in multi-national companies. Output of the thesis is recommendations intended for human resources department and management of multinational companies, which will help to keep satisfied their young employees. To fulfil this target a quantitative research has been done via questionnaires. Also a qualitative research has been done via semi structured dialogues with employees of multinational corporates.

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Diploma thesis in its first part characterizes the executive authority of a joint stock company - the directors and the supervisory body - the Supervisory Board. It focuses on the creation and termination functions of members of those bodies, scope and responsibilities of the institutions and the rights of members of the institutions. The second part focuses on the work of a corporation under U.S. law, a single body - the Governing Council, namely the creation and termination functions, powers, internal relations within the institution, etc. At the end of the thesis two systems are compared, given the common and different features, lists advantages and disadvantages of the systems.

The Interest of the Business Corporation and its Protection Abstract This thesis is about the general interests of business corporations. It creates a comprehensive overview, designed to enable the reader to become acquainted with the basic factors which are shaping such interests. While maintaining the link to Czech legal regulation and jurisprudence, it describes the nature of business corporations' interests at a basic level and it points to legal institutions that might indirectly complement this idea. The objectives detailed above are pursued in three ways, each of which is considered in one of the three parts of the thesis. The three parts follow each other sequentially, leading the reader through a comprehensive path to understanding some areas of the law that, at first, might seem unrelated. It sets basic distinguishing criteria for the different types of business corporations. These criteria are important for the thesis' eventual conclusions, which are in the theoretical level related primarily to capital companies. In the first part of the thesis, there is a brief summary of the historical development the economic aspect of business corporations and a discussion on conflict of interest issues, both inside and outside the corporation, which influence corporate interest. The second part deals with...

2 Jan Broulík - Theory of Decision Making in Public Law and Private Law Corporations Abstract The thesis analyses Czech legal regulations concerning decision making in bodies of corporations. For the purposes of this analysis it employs mainly the apparatus of the economic analysis of law. Its basic concepts are also outlined. The author focuses on two kinds of legal entities which are public universities and joint stock companies. The ethical-legal connections and the significance of corporate governance in the decision making domain are presented. The analysis of the legal norms shows how reasons of the economic analysis of law correspond with provisions regulating body elections, body competence allocation and the body decision making procedure. The criterion for evaluating the quality of legal norms is effectiveness, meaning an increase of social wealth. The main detected imperfections are a missing provision allowing a long distance voting for joint stock companies' general meetings, a missing tool for the cases where a shareholder breaches his loyalty duty which leads to not passing of a general meeting decision and the mandatory nature of the duty of care. Judicial decisions important for joint stock companies' decision making are presented. These decisions concern with the decision making of a sole...

The paper focuses on insolvency of groups of companies. The analysis starts with description of the main feature of the group of companies, i.e. corporation. It points out situations when legal and property autonomy is suppressed by quasi-piercing or liability of the management for influencing of the corporation or wrongful trading. It further analyses the concept of group of companies as en economics term and corporate group and concern as a legal term. It puts into juxtaposition entity and enterprise approach towards group of companies and points out that the enterprise approach is often used by public law systems, such as competition law, which happens as a result of lack of legal tools to reflect the economic reality. After economic analysis of insolvency and tools insolvency law has to offer the paper focuses on the main topic of the paper. It is pointed out that a concern law is only a system of liabilities for damage and as such cannot be easily linked to insolvency procedure, the exception being for example protesting against transactions carried out by the debtor in the past, which comes at greatly cost for legal uncertainty. It is also highly problematic that upon initiation of insolvency proceeding a positive going concern value is automatically lost. It is further pointed out that the system of...

The doctrine of piercing the veil and its application in Czech corporate law The theses concerns with the doctrine of piercing the veil and its application in Czech corporate law. Firstly, the crucial term of the separateness of assets is described as a characteristic feature of a legal subject under Czech law, followed with explanation of the concept of the shareholders' guarantee in the Czech law based on the fact that all companies are legal persons with the asset separateness, even though their function is similar to the partnership. The doctrine of piercing the veil was developed by judiciary decisions dealing with different situations and circumstances, under which the legal separateness of a corporation and separateness of assets are misused by shareholders and creditors (voluntary or involuntary) are harmed. The main question asked is whether in specific cases of "corporate form abuse" law can find a way to reimburse directly the harmed creditors or the company. Based on the description of development of judiciary in the United States, Great Britain and Germany and its conclusions, specific factors for application the doctrine were researched, such as alter ego, instrumentality, undercapitalization, agency, commingling of funds etc. These factors are used differently by courts and can be analyzed...