1 The Instruments of Protecting Creditors of the Joint Stock Company Abstract The aim of submitted thesis is to analyse those instruments of the business corporations law that have a purpose to ensure a certain level of creditor protection in relation to the joint stock company as a typical representative of a capital company. The key characteristic of this form of a business company is a limited (or more precisely de facto excluded) liability of shareholders for its debts and a strict application of a separate ownership principle. On the one hand, this fact leads to its use for important business projects, but on the other hand, it also increases a probability of moral hazard by shareholders in some situations, which is contrary to interests of creditors. This is connected especially with a distribution of sources by a joint stock company to its shareholders. Instruments applied by a business corporations law are able to react to the riskiest situations and they also have a preventative character. Categorization of these instruments is a part of an introduction to this thesis together with a classification of creditors, which form a heterogenous group with different power and particular interests. The attention is also paid to some general instruments as information duties of business companies to third...

1 Název, abstrakt a klíčová slova v anglickém jazyce Classes of Shares in Limited Liability Companies Abstract The Business Corporations Act has brought a number of innovations to Czech company law and has also opened up questions that almost no-one raised while the previous legal regulation was effective. Although many institutes already existed under the Civil Code of 1964 and the Commercial Code, the practice did not use the possibilities provided by the old regulation. Indeed, even the legal doctrine did not address many issues. One of these institutes is the institute of classes of shares. The dissertation is devoted to the creation of different classes of shares. The main research methods used when drafting this dissertation were selective literature research and analytical method, including comparative analysis. The method of abstraction and synthesis of acquired pieces of knowledge was used for generalizing the conclusions of the research goal. As regards the interpretation methods, a grammatical, logical, systematic, historical, teleological and comparative interpretation was used. Especially German, but also Austrian and Swiss laws were taken into account in the comparison and Anglo-American law in the passage concerning preference shares. The main research goal of the thesis was to analyse the...

and keywords Acquisition of the right of ownership to a share in a limited liability company from a non-entitled person The subject of this thesis is the analysis of the institute of the acquisition of the right of ownership from a non-entitled person in relation to a share in a limited liability company. The thesis analyzes the various aspects of the acquisition from a non-entitled person in relation to the share in a limited liability company on the basis of a share purchase agreement. With regard to the forms of shares in a limited liability company, which in addition to a business share may also be represented by a common certificate, the institute of acquisition from a non-entitled person is analyzed in relation to both forms of shares. The work is based on the identification following by analysis of the main questions, which lead first to find out whether the provisions on acquisition of share from a non-entitled person can be applied. Conclusions will then be applied to each acquisition method according to the relevant provisions on acquisition from a non-entitled person. The thesis is divided into five chapters. The first chapter is devoted to the legal regulation of the transfer of a share in a limited liability company and provides a basic insight into the regulation of a transfer of a...

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The thesis focuses on a member's ownership interest in a limited liability company. In the introduction, we provide an outline of the basic institutes of a limited liability company such as its incorporation and creation, composing of memorandum of association, the way of member's liability etc. Then we define the legal nature of an ownership interest as another property value. The main stress is put particularly on a member's rights and obligations arising from the ownership of his/her interest, and on different changes of members. To illustrate the issues described in the thesis, we also provide relevant judgments rendered by Czech courts in appellate and appellate review proceedings related to ownership interests in limited liability companies.

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...

Competencies of General Meeting of limited liability company The purpose of my thesis is to analyse competencies of a general meeting of a limited liability company, show different theoretical opinions and present my own ideas. I have chosen this topic because the limited liability company is the most common type of business entity in the Czech Republic and so I find this topic useful. The thesis is composed of Introduction, four chapters and Conclusion. Introduction defines aims and methods of this thesis. First general chapter is followed by three chapters, each of which dealing with different aspects of general meeting's competence. Chapter One is introductory and defines basic terminology used in the thesis. This chapter is subdivided into five parts. Part One describes the limited liability company and explains basic characteristics of this type of business entity set out by the Czech Commercial Code, No. 513/1991 Coll., as amended (hereinafter referred to as the ,,Commercial Code ). Part Two deals with the general meeting and it's position within the company. Part Three is concerned with powers of the general meeting and explains this term in general. Part Four is about members' decision making outside of the general meeting and Part five deals with some differences of decision making of a...