The subject matter of the thesis is the stringing out one-member limited liability companies and its prohibition by Czech Law. The thesis is composed of six chapters. Chapter One is introductory and defines basic terminology used in the thesis: stringing out, one-member limited liability company, prohibition of stringing out one-member limited liability and its purpose. Chapter Two examines the development of relevant Czech and European legislation. Chapter Three investigate the interpretation of relevant provisions in the Commercial Code in relation to First and Twelfth Directive. Chapter Four concentrates on legal consequences of the breach of prohibition. Chapter Five discusses whether the prohibition is useful or not in Czech Law. The thesis comes to the conclusion that the existence of the prohibition of stringing out one-member limited liability companies is rather justified in Czech Law. Therefore, the thesis argues for the maintenance of the provision in Commercial Code at least until European Community suggests to the contrary.

This master thesis provides a comprehensive view on duties of members of a Limited Liability Company (LLC) according to Act No. 90/2012 Coll., on commercial corporations and cooperatives (Commercial Corporations Act), which replaced Act No. 513/1991 Coll., Commercial Code. The content of this thesis is composed of five chapters. In the first chapter, the reader is acquainted with general characteristics of the LLC and with essential changes, which impact the LLC as a result of force of Business Corporations Act. The second chapter explains general definitions of rights, duties, and shares that subsequently allows the reader a better understanding of individual duties. The main content of this thesis is distributed between the chapters Duties arisen from act and Duties arisen from the Memorandum of Association. The division of individual duties of members of LLC is based on a categorization of duties established in the third chapter. The fundamental part of this thesis analyzes following individual duties of members of LLC: the deposit duty, the duty of liability of members of LLC, the contributory duty, the duty of fulfillment to reserve fund, the duty to past a fundamental certificate and the duty of loyalty. Furthermore, the rules on conflict of interest, the ban on competition and special duties...

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...

This thesis analyzes comprehensive overview of duties of members of a Limited Liability Company, and that in the situation, when new law about corporations and cooperatives, namely Act No. 90/2012 Sb., of corporations and cooperatives (Business Corporations Act), came into force. This law will replace the current Commercial Code, Act No. 513/1991 Sb., and that to the date of 1st January 2014, when the Business Corporations Act will be effective. For that reason this work does not analyze only the currently effective regulation of duties of members of Limited Liability Company, but it is also focused on regulation effective from 1st January 2014. In the first and second chapter is a reader introduced in the issues of Limited Liability Company, that it is followed up with the characteristic of business share and the definition of rights and duties in compliance with the juristic theory. The third chapter of the thesis is focused on possibilities of a systematic arrangement of duties of members of Limited Liability Company. Firstly there are described and critically evaluated possibilities of systematic arrangements, which are contained in specialized literature. Subsequently follows the systematic arrangement made by the author of the thesis, which is based on classification of duties according to...

Channel coding has been largely used for the purpose of improving error performance on a communications system. Typical methods based on added redundancy allow for error detection and correction, this improvement however comes at a cost of bandwidth. This thesis focuses on channel coding for the bandwidth-limited channel where no bandwidth expansion is allowed. We first discuss the idea of coding for the bandwidth-limited channel as seen from the signal space point of view where the purpose of coding is to maximize the Euclidian distance between constellation points without increasing the total signal power and under the condition that no extra bits can be added. We then see the problem from another angle and identify the tradeoffs related to bandwidth and error performance. This thesis intends to find a simple way of achieving an improvement in error performance for the bandwidth-limited channel without the use of lattice codes or trellis-coded modulation. The proposed system is based on convolutional coding followed by multilevel transmission. It achieved a coding gain of 2 dB on Eb/No or equivalently, a coding gain of approximately 2.7 dB on SNRnorm without increase in bandwidth. This coding gain is better than that obtained by a more sophisticated lattice code Gosset E8 at the same error rate.

A numerical model for describing the kinetics of intracellular water transport during cryopreservation was developed. As ice is formed outside the cell, depleting the extracellular liquid of water, the cell will experience an osmotic pressure difference across its membrane, which causes cell dehydration and concomitant shrinkage. Although Mazur (1963) has previously modeled this phenomenon as a two-compartment system with membrane limited transport, the assumption of well-mixed compartments breaks down at large Biot numbers. Therefore, we have developed a numerical solution to this moving-boundary problem, including diffusive transport in the intracellular liquid, in addition to the osmotically driven membrane flux. Our model uses a modified Crank-Nicolson scheme with a non-uniform Eulerian-Lagrangian grid, and is able to reproduce predictions from Mazurs model at low Biot numbers, while generating novel predictions at high Biot numbers. Given that cell damage may result from excessive water loss, our model can be used to predict freezing methods that minimize the probability of cell injury during the cryopreservation process.

Univ., Diss.--Göttingen, 2001. / Literaturverz. S. [169] - 180.

Zugleich: Diss. Berlin, 2008. / Literaturverz.

Made available in DSpace on 2014-06-11T19:24:15Z (GMT). No. of bitstreams: 0 Previous issue date: 2008-03-10Bitstream added on 2014-06-13T19:47:02Z : No. of bitstreams: 1 dias_fm_me_fran.pdf: 389325 bytes, checksum: 592d527d4f7d2cfe1e8bf208214c9d16 (MD5) / Trata-se de estudo com visão histórica e do estágio atual da controvertida questão da exclusão de sócios minoritários de sociedade limitada, especialmente daquela que se dá extrajudicialmente. Buscando as origens remotas do instituto e as principais teorias que pretendem explicar o fenômeno, pretende-se a demonstração da possibilidade da exclusão de sócio, ainda que extrajudicialmente, porém dentro de certos limites, suas conseqüências para a sociedade e para o excluído, bem como os meios de defesa deste. A questão, que, em superficial análise, parece ser bastante pontual, toma vulto quando se tem em mente que a sociedade limitada (designação do Código de 2002) é inegavelmente o modelo social mais difundido no direito societário br asileiro, sendo os problemas inerentes à sua constituição e dissolução bastante atuais e até corriqueiros nos meios forenses, facilitados que são, em muito, pelo desenvolvimento da economia e a globalização do comércio cada vez mais ágil e voraz. O estudo, então, inicia pela anotação do atual perfil das sociedades limitadas e conceituação do fenômeno da exclusão de sócio, com distinção de institutos afins. São demonstradas, também, as principais teorias levantadas sobre o tema, bem como a sua regulamentação em países estrangeiros, onde já se inicia o cerne do estudo, com a análise da evolução legislativa, doutrinária e jurisprudencial da questão, que desaguou no regulamento específico do art. 1.085 do Código Civil de 2002. Durante o desenvolvimento da tese p retende-se introduzir no leitor dados suficientes para induzi-lo à observação de que o tema é verdadeiramente intrincado posto que envolve a delicada questão das obrigações do sócio para com os demais consortes e o ente social, bem como àquela de seus direitos patrimoniais daí decorrentes. Com o objetivo de que não se percam as conquistas... / It is a study with historical vision and the current level of the contro verted subject of the minority partners' of limited society exclusion, especially of the one that occurs in an extrajudicial way. Looking for the remote origins of the institute and the main theories that intend to explain the phenomenon, the demonstration of the possibility of partner's exclusion is intended, although in an extrajudicial way, however with certain limits, its consequences for the society and for excluded partner, as well as his defense means. The subject, that, in superficial analysis, seems to be quite punctual, increases when we have in mind that the limited society (designation of the Code of 2002) is, undeniably, the most spread social model in the Brazilian corporate law, being the problems concerning its constitution and dissolution q uite current and even ordinary in the forensic environments, facilitated by the development of the economy and the trade globalization which is more and more agile and voracious. The study, then, begins for the annotation of the current profile of the limited societies and conception of the phenomenon of partner's exclusion, with distinction of similar institutes. The main theories on the theme are also demonstrated, as well as its regulation in foreign countries, where the basis of the study has already be gun, with the analysis of the legislative, doctrinaire and jurisprudential evolution of the subject, which got to the specific regulation of the art. 1.085 of the Civil Code of 2002. During the development of the theory it is intended to introduce in the r eader information enough to induce him to the observation that the theme is truly difficult, since it involves the delicate subject of the partner's obligations to the other consorts and the social being, as well as to that of his patrimonial rights. With the objective that the current conquests of years of debates do not get lost for the mere resistance to the new.