現代工商企業之經營，需要極其龐大資金，其資金來源，每難為少數個人所能完全供 應，其最理想之途徑莫過於籌集社會大眾閒置之資金，將其導入生產企業，股份有限 公司乃隨之應運而生，唯其因係以聚集多數人資金，以形成大資本為目的、股東人數 眾多且變動無常，是不宜將公司業務執行重任置於股東之上，而須專設法定必備之業 務執行機關以負責推展公司業務，此即所謂企業所有與企業經營分離之原則，乃股份 有限公司本質之所在。 在企業所有與經營分離之原則下；為貫徹加強董事會職權，及縮減股東會職權之旨意 ，在此二者權限分配上，即採取列舉股東會權限，而將未列舉之事項，全數劃歸董事 會，足見董事會實已為股份有限公司組織中最重要機構，且掌握公司經營大權。又現 行公司法開於公司業務固係採董事會集體執行制，但其構成份子仍為董事，因其有權 參與公司業務之決議。就此點而言，董事顯為董事會中個別的業務執行機關。且徒有 董事會之決策不足以自行，仍須有賴於個別董事加以貫徹，是董事於公司業務不唯參 與決策且負實際之執行工作，其地位尤其重要，且其權亦日趨擴張，唯有權者必然有 濫權之虞，是公司法在強化董事會及董事職權之餘，亦同時課以各種相當之義務，以 明確界定其權責，俾使業務之執行納入正軌，發揮企業管理與經營之高度效能，以因 應商場上之瞬息萬變，藉求發展，而股東亦得均霑其利益。 本文共八章，先就董事在組織上之定位乃至董事之各種義務與責任，逐章討論，最後 以董事責任之救濟作結。茲就各章要點簡述如下： 第一章 緒論 就董事在股份有限公司組織上之定位，董事與公司之法律關係，以及 董事對公司應盡之各種義務、先作介紹。 第二章 股份有限公司之組織 股份有限公司為法人，其本身不能為任何行為，如有 為行為之必要，則須藉助自然人之行為，此自然人即屬公司機關，股份有限公司之常 設機關有三，即股東會、董事會及監察人，其中又以董事會最為重要，本章即就董事 會制度之建立，董事之職權，略加介紹，並就其與股東會及監察人之關係，一併說明 ，最後論及企業所有與經營分離之原則。 第三章 董事之注意義務與責任 董事與公司間，因屬有償委任關係，是其在執行業 務、依法應負較高之善良管理人之注意義務，亦即以有相當思慮經驗之人為標準、在 日常生活中注意週到之程度，另董事基於董事會成員之地位，對於其他董事執行公司 業務之妥當與否，亦應以善良管理人之注意負監督之責。否則，董事若未盡此等注意 義務致生損害於公司或他人，應負損害賠償責任。唯董事若忠實地為公司謀利，且己 盡相當之注意，仍不免因判斷錯誤，致生損害於公司，則不宜遽以未盡注意義務為由 ，令董事負賠償責任，以免對董事經營行為造成不當限制，有礙公司之營展。 第四章 董事之忠實義務與責任 董事之忠實義務，在我國公司法並無明文規定，該 國學者見解亦未盡一致，通說則持肯定董事忠實義務為獨立義務類型，且有其存在重 要性。其內容主要係指服從監督義務、導守法令義務以及積極公開義務。 第五章 董事之競業禁止義務與責任 董事參與公司業務之執行，對公司之營業狀況 知之甚詳，為避免董事個人與公司利益衝突並保障公司股東利益，對董事從事與公司 之營業項目相近之競業行為，自應予限制，唯董事從事競業行為並無損於公司利益之 虞，且徵得股東會許可，既對社會整體經濟有益，自無強加限制必要。是現行法仿多 數法例，對董事競業行為採股東會許可為其合法化之條件，本章就違法競業行為之要 件、股東會之許可乃至違法行為之效果，遂項討論。 第六章 董事之說明義務與責任 董事經股東會選任，負責執行公司業務，獨攬公司 之經營權，其經營之損益情形，關係股東權益至鉅，股東自有權關心與了解、董事為 取信於股東會，對公司之財務與營業情形，負有說明義務，發現公司有受重大損害之 虞，並應立即向監察人報告。另公司營業會計處理上均有其一致性原則，非有正當理 由，不得任意變更，俾使公司會計制度建全，避免董事藉利益操作圖利私人，或圖隱 藏其經營責任，是此會計一致性原則若有變更之必要，須向股東會說明變更理由，否 則，其違法變更或未盡說明義務，致生損害、應向公司負損害賠償責任。 第七章 公司經營者之社會責任 公司固以追求利潤為目的，唯就社會整體經濟之觀 點、公司既取之於社會者多，自應有所回饋於社會大眾，以善盡其社會一份子之責任 ，在積極面、創造社會更多之財富，消極方面，則應避免製造諸如環境污染、物價上 漲及工廠噪音等社會問題，本章即就其社會責任分經濟與非經濟，法律上及道德上之 責任，並就其範圍，分別以其對股東、債權人、勞動者、消費者以及對地域住民等之 責任，遂一加以探討。 第八章 結論

現代創業投資活動主要崛起於第二次世界大戰後，我國自1984年引進創投事業發展迄今，對科技事業之發展頗具成效。然自2000年起政府基於租稅公平，取消促進產業升級條例原來賦予創投事業股東的投資抵減優惠，使得我國創投事業資金來源大幅減少。 目前我國創投事業面臨的困境有：一、資金募集困難；二、投資績效不彰；三、國內投資案源不足；四、欠缺熟悉國外創投運作的人才；五、國內外創業投資事業組織型態之不同；六、尚未能開放退休基金投資創投事業。 本研究係探討創投事業法制上相關問題，主要發現節錄如下：一、我國對創投事業之管制方式，已由管理放寬為輔導協助。二、建議適度放寬創投事業之資金來源限制。創投事業之資金來源甚廣，本研究討論之範圍為金融機構之投資限制、政府基金及四大基金之投資等。其中，放寬四大基金投資創投事業，向來為國內創投業界及創投公會之期望，然數年來仍未能達成該項目標。主要為：1.相關法令之限制，2.投資創投事業之風險控管問題。三、利用資本市場活動，協助創投事業退出。四、我國創投事業大部份係委託基金管理公司來管理，故形成雙層的公司治理結構，與國外創投契約型的治理結構不盡相同。五、引進國外有限合夥法制，與國際接軌。 惟引進有限合夥組織時，需考量制度本身之優劣，國情及使用者需求之不同。在有限合夥制度中，一般合夥人必須負無限清償責任，另一方面有限合夥人僅扮演出資者，完全不介入管理。對我國現行投資者習慣依出資比例，分配董監事席次，是否願意僅出資而不介入經營，尚待評估。 / The modern venture capital activities were incepted after World War II. The operation of venture capital were introduced to Taiwan in 1984, having a beneficial impact to the development of Taiwan’s science and high technology. However, since 2000 for the sake of Tax Equity, Our government abolish The Statute for Upgrading Industries was given to venture capital investment in the cause of the shareholders preferential credit, making the cause of Taiwan’s venture capital funding sources substantially reduced. Currently, Taiwan’s venture capital business is facing difficulties are: first, fund-raising is difficult; Second, poor investment performance; Third, the case of domestic investment was not enough; Fourth, the lack of venture capitalist are familiar with the operation of foreign talent; five, types of organizations of domestic and foreign venture capital business are different; six, have not allow pension fund to invest in venture capital business. In this study, is to explore the legal system on venture capital related issues, excerpts from major findings are as follows: First, The control of Taiwan’s venture capital business is from management to relax for the guidance and assistance. Second, it is proposed to deregulate venture capital funding source restrictions. Venture capital business have a wide range of funding sources, this study is to discuss the scope of financial institutions of investment restrictions, government funds and four pension funds. Among them, the relaxation of four pension funds wae the domestic venture capital industry and the Association of venture capital’s expectations, but over the years fail to reach the goal. Mainly for: 1. Relevant legal’s restrictions, 2. The risk management issues of venture capital business. Third, the use of capital market activities to withdraw from the venture capital business. Fourth, the majority of Taiwan’s venture capital business is managed by fund management company, so it’s formed a two-tier corporate governance structure, with foreign venture contractual governance structure is different. Fifth, the introduction of foreign limited partnership law. However, the introduction of a limited partner organizations, is need to consider the advantages and disadvantages of the system itself, the national conditions and needs of different users. In the limited partnership system, the general partner must bear the responsibility of unlimited liquidity, on the other hand, limited partner only play a role of investors, and not allow to intervene the management of venture capital business. Habits of our existing investors is familiar with in accordance with the proportion of funding, to allocate the seats of the Director board, are doubtful only willing to finance and not to intervene the operation, yet to be evaluated.

The sharing of personal information among health and social service organisations is a complex issue and problematic process in present-day England. Organisations which provide services to children face enormous challenges on many fronts. Internal ways of working, evolving best practice, data protection applications, government mandates and new government agencies, rapid changes in technology, and increasing costs are but a few of the challenges with which organisations must contend in order to provide services to children while keeping in step with change. This thesis is an exploration into the process of sharing personal information in the context of public sector reforms. Because there is an increasing emphasis of multi-agency collaboration, this thesis examines the information sharing processes both within and among organisations, particularly those providing services to children. From the broad principles which comprise a socio-technical approach of information sharing, distinct critical factors for successful information sharing and best practices are identified. These critical success factors are then used to evaluate the emerging national database, ContactPoint, highlighting particular areas of concern. In addition, data protection and related issues in the information sharing process are addressed. It is argued that one of the main factors which would support effective information sharing is to add a timeline to the life of a dataset containing personal information, after which the shared information would dissolve. Therefore, this thesis introduces Dynamic Multi-Agency Collaboration (DMAC), a theoretical model of effective information sharing using a limited-life dataset. The limited life of the DMAC dataset gives more control to information providers, encouraging effective information sharing within the parameters of the Data Protection Act 1998.

Space-charge effects play a dominant role in many areas of physics. In high-power microwave devices using high-current, relativistic electron beams, it places a limit on the amount of radiation a device can produce. Because the beam's space-charge can actually reflect a portion of the beam, the ability to accurately predict the amount of current a device can carry is needed. This current value is known as the space-charge limited current. Because of the mathematical difficulties, this limit is typically estimated from a one-dimensional theory. This work presents a two-dimensional theory for calculating an upper-bound for the space-charge limited current of relativistic electron beams propagating in grounded coaxial drift tubes. Applicable to annular beams of arbitrary radius and thickness, the theory includes the effect introduced by a finite-length drift tube of circular cross-section. Using Green's second identity, the need to solve Poisson's equation is transferred to solving a Sturm-Liouville eigenvalue problem, which is easily solved by elementary methods. In general, the resulting eigenvalue, which is required to estimate the limiting current, must be numerically determined. However, analytic expressions can be found for frequently encountered limiting cases. Space-charge effects also produce the fundamental collective behavior found in plasmas, especially in plasma sheaths. A plasma sheath is the transition region between a bulk plasma and an adjacent plasma-facing surface. The sheath controls the loss of particles from the plasma in order to maintain neutrality. Using a fully kinetic theory, the problem of a planar sheath with a single-minimum electric potential profile is investigated. Appropriate for single charge-state ions of arbitrary temperature, the theory includes the emission of warm electrons from the surface as well as a net current through the sheath and is compared to particle-in-cell simulations. Approximate expressions are developed for estimating the sheath potential as well as the transition to space-charge saturation. The case of a space-charge limited sheath is discussed and compared to the familiar Child-Langmuir law.

DIPLOMOVÉ PRÁCE english: This thesis defines the term of a ready-made company. It describes the purchase of a ready-made company, its process and particular phases. The thesis also deals with other areas and specifics of this segment of market economy. It compares the situation in the Czech Republic to other countries, especially to EU member states. It includes also trends and anticipated future development of market with ready-made companies. Finally, the thesis evaluates the position of ready-made companies in market economy

The goal of this work is the analysis of current legal regulation of the process of increasing and decreasing the registered capital of a limited liability company. Registered capital belongs among the most important institutes characterizing capital companies. Limited liability company, as a capital company, has the liability to create registered capital and maintain it at least in the minimum amount required by law for the entire time of its existence (registered capital preservation principle). As a consequence of changes of economic conditions and other facts, which may arise inside or outside of a company, a need to alter the amount of the registered capital may arise, but always only in certain limits determined by law, and through rather formalized process regulated by provisions of the Commercial Code. The legal regulation of the Commercial Code and this work focus on the process of changes of registered capital itself and on protection provided to creditors of the company and members of the company within this process. That is, the amount of the registered capital may have significant influence on external relations with business partners and financing companies and may bring significant changes within the company as well. However, the main issue is the change in the arrangement and the...

This thesis deals with competencies of the General Meeting of a limited liability company in the Czech legal order. At the first place its aim is to define the term competencies of the General Meeting. The next main task is an in-depth analysis of each issue that falls within the competencies. The attention is concentrated predominately on how decisions about the issues concern the General Meeting as the highest body of the limited liability company, i.e. which requirements, procedures and limitations have to be complied with according to the law. The intent is to point out all the areas within the subject matter of this thesis that are ambiguous or the areas without any consistent view on them for any reason including providing with my own commentary or opinion of a possible solution. The essential part of the thesis is an analysis of a current practice of higher courts of the Czech Republic related to the subject matter of the thesis. The purpose of the first chapter is to introduce briefly the issue of the competencies of the General meeting to the reader. Its content is focused mostly on determination of a position of the General Meeting within the limited liability company comparing to the other bodies of the company. The second chapter is concentrated on defining the term competence, the...

The diploma thesis is focused on the duty of loyalty of shareholders (members). Although some legal experts consider this duty as a basis of any private law relations, duty of loyalty remains mainly overlooked in the business law area. Firstly, the diploma thesis explores the duty in broader view and describes its functioning in other countries, where duty of loyalty is traditionally respected: United States of America and Germany. The thesis continues to the development of the duty of loyalty in Czech Republic. Before 2014, this duty was not explicitly included in Czech law or no wide consensus about the legal source of this duty. The loyalty principle has begun to be recognized in 2006, when legal experts started to work with this term and set theoretical basis for this duty. Even if there was no consensus about the scope and range of the duty of loyalty and the existence of this duty itself, the duty of loyalty has been established in the judicature of Czech courts. Even Supreme and Constitutional Courts accepted this duty in its decisions. The role of Judicature for the duty of loyalty and its contend is significant. The change of Czech private law has brought substantial changes of this duty. From the 1st January 2014, the duty of loyalty is explicitly part of the Czech law and may be found in...

Liquidation of the limited liability company from the decision of the court The theme which I have chosen for my thesis is the process surrounding a decision of the court to dissolve a private limited company by liquidation. I have chosen to focus only on private limited companies as I believe it is the most used entity for the purpose of incorporation in the Czech Republic. The purpose of my thesis is to analyse an area which is missing the attention of the public despite the fact that every year hundreds of companies by the Municipal Court in Prague are being dissolved in this way. The reason for my research is based on the current situation in the field of "judicial liquidations" where changes in the insolvency law and the undeveloped conception of the commercial register are contributing to an increasing number of so called "death companies". The thesis is composed of three main parts, each of them dealing with different aspects of the liquidation process. The first part is the introduction and defines the main issues in this field. I have provided a description of the phenomenon regarding the judicial liquidation system, setting it within the context of the continuing economic and financial crisis. I have given details of the causes which lead up to the liquidation of a company; these will...

78 Influence of a company member on the management of a limited company Summary The thesis focuses on the issue of a limited company member's legal position, particularly the matter of his influence on management of a limited company. The particular member's rights relating to the management of a limited company are discussed in the thesis. Chapter One and Two provide general information on essential terms according to the subject such as different categories of companies focusing on the limited company and differences between limited and personal company and the legal position of limited company member in relation to his share. The essence of the thesis is represented by the Chapter Three dealing with particular member's rights exercising in General Meeting and in relation to the other company bodies, especially the authorized representative. The description of such a specific rights is based on disputing questions, confrontation of different opinions and the case law. Chapter Four deals with the specific problems arising out of the situation the limited company is a company with a sole member who acts within the scope of General Meeting. Chapter Five provides general overview of corporate groups with focus on the relations between controlling and controlled company and definition of controlling company....