University of Macau / Faculty of Law

Cette thèse est une contribution à la littérature sur les défaillances d’entreprises et celle sur les groupes d’entreprises. Basée sur un échantillon d’entreprises françaises entrées en procédure collective sur la période entre 2006 et 2012, elle propose de repenser la défaillance à la lumière de deux faits. Le premier concerne la spécificité du cadre légal français du traitement de la défaillance qui, malgré son orientation pro-débiteur, n’empêche pas la liquidation d’une part suffisamment élevée des entreprises sollicitant l’ouverture d’une procédure collective annuellement. Le second concerne la place croissante des groupes au sein du tissu productif et la conciliation du processus de filialisation avec le principe d’indépendance de l’entité. A travers une approche pluridisciplinaire alliant le droit à l’économie, cette thèse propose d’étudier la défaillance comme un processus qui débute avec l’entrée de l’entreprise en procédure collective et s’achève avec la disparition des difficultés de l’entreprise ou la sortie de l’entreprise du marché. Quatre chapitres tentent de répondre à cet objectif. Les résultats obtenus mettent en évidence l’impact significatif de l’appartenance à un groupe et celui des caractéristiques des groupes sur les deux premières étapes du processus de défaillance ; à savoir l’entrée en procédure collective et la tentative de redressement relativement à une liquidation immédiate. Ces résultats suggèrent que les groupes d’entreprises seraient impliqués dans la survie de leurs filiales aussi longtemps que ces dernières sont encore viables. En ce sens qu’une entreprise défaillante appartenant à un groupe ne possède pas d’avantage par rapport à une entreprise indépendante, en termes de potentiel de survie après l’entrée en procédure collective. / This thesis is a contribution to both the literature on corporate bankruptcy and the literature on the internal capital markets and business groups. Using data relative to a sample of bankrupt firms over the period from 2006 to 2012, it proposes to rethink bankruptcy in light of two facts. The first one relates to the specificity of the French legal bankruptcy system which, despite its clear pro-debtor orientation, fails to save a high proportion of bankrupt firms annually. The second concerns the growing number of firms affiliated to business groups within the French productive system and the conciliation between group affiliation and the limited liability principle within business groups’ members. Through a multidisciplinary approach combining law and economics, this thesis proposes to analyze bankruptcy as a process which starts with the opening of a bankruptcy procedure and ends with the end of firm difficulties or the end of bankruptcy procedure when firm recovery becomes clearly impossible. Four chapters serve this objective.The main insights gained from the results emerging from all four chapters are consistent with a strong influence of group affiliation and group characteristics, limited to the first two steps of the bankruptcy process; namely the risk of filing for bankruptcy and the chance to benefit from a reorganization attempt relatively to liquidation. This suggests that business groups are involved in the financial support of their affiliates as long as the latter are financially sound and economically viable. Once an affiliated firm is subject to a bankruptcy procedure, its affiliation to a business groups is no longer an advantage over stand-alone firms.

This thesis deals with the liquidation of business corporations in the Czech Republic. The whole course of the liquidation from voluntary decision itself to deletion from the Commercial Register is considered from the financial, tax and legal perspective. There are descripted the duties and rights of the liquidator and the possibility of transition from liquidation in insolvency proceedings. The findings are in the practical part demonstrated on concrete examples selected from the Commercial Register.

Diploma thesis: Legal regulations of liquidation of a company Diploma candidate: Ing. Jan Sadílek Supervisor: JUDr. Marie Zahradníčková, CSc. Date: 22. 3. 2015 Abstrakt This thesis deals with the legal regulation of liquidation of a company in the context of the new legislation, which is effective from 1st January 2014. The previous legal regulation of liquidation was considered successful and was largely taken. The aim of this thesis is to describe the process of liquidation in the new legislation, subsequently find differences in both regulations and explain them, and finally remove interpretative ambiguities. The thesis consists, besides introduction and conclusion, of the five chapters. The first chapter deals with the legislation of liquidation, especially its development, which culminated in the adoption of the new Civil Code no. 89/2012 Coll. and the Business Corporations Act no. 90/2012 Coll. Dissolution of a company is a prerequisite of liquidation, except cases of court declaration of its invalidity. Hence the next chapter discusses ways of dissolution of a company, which include legal proceedings, public authority's decision, expiration term, and purpose achievement. The third chapter deals with the very purpose and process of the liquidation, as well as with monetization followed by separation...

The aim of this thesis is to analyse the directors disqualification provisions (SS.63-67 BCA) and wrongful trading provisions (S.68 BCA) and to provide their comparison in the light of British model regulation. First chapter is introductory and provides a brief introduction into the topic. Second chapter deals with the law & economics aspects of the regulation. More specifically it introduces various stakeholders in company and their interests and incentives. Third chapter focuses on the relationship between the director and the company. Further attention is paid to the managerial contract, the duty to avoid insolvent liquidation, the duty of care and the business judgement rule. Fourth chapter deals with the director's liability towards the company. Fifth chapter relates to the directors disqualification. In this chapter grounds for disqualification are dealt with as well as temporal, personal and territorial reach of the directors disqualification. Further attention is paid to the consequences of disqualification and consequences of a breach of the disqualification order. Sixth chapter looks at Company Directors Disqualification Act and finds similarities and differences in both regulations. Seventh chapter looks at the wrongful trading provisions contained in the BCA. Adequate attention is...

1 LEGAL REGULATIONS OF LIQUIDATION OF A BUSINESS COMPANY ABSTRACT The liquidation of a business company is a legally regulated process of settling the assets of this company out of court, unless the company has not a general legal successor. If the company is going into liquidation, the active commercial activity of this company shall be stopped. All of the activities aim to finish the business of the liquidated company and to find and to settle its property. The liquidation of a business company in the law of The Czech Republic is regulated in the Act No. 513/1991 Coll., The Commercial Code, as amended. The liquidation means a lot of legal and economic problems. This work is centred only on the legal aspects of the liquidation. It is necessary in case of liquidation to distinguish between two terms: dissolution and ending of a business company. A company enters into the process of liquidation as of the day of its dissolution. In this context is necessary to file a motion for entry the liquidation into the Commercial register. A company have to use the addendum "in liquidation", during a liquidation. The liquidation is finished by selling the property of the liquidated company and by settlement of its liabilities. After finishing the liquidation, the liquidator files a motion for deletion of the company...

1 The Liquidator in the Process of Liquidation of a Company Abstract The diploma thesis deals with the issue of general legal regulation of liquidation of a company, above all with a focus on the liquidator's legal status and his particular actions within the liquidation process. The thesis follows a hypothesis that the analyzed legal regulation of liquidation of a business company embedded in the Commercial Code is good and well-elaborate. The objective of the thesis is to critically test thus formulated hypothesis on the basis of comprehensive delimitation, analysis and evaluation of qualities of general liquidation rules. Attention is focused mainly on legal issues related to the actual liquidator's position, for instance on the issue of qualification for the function of a liquidator or the issue of appointment and dismissal of a liquidator by the court. The study builds chiefly on the method of description and critical analysis of relevant legal provisions and secondary sources. The obtained theoretical knowledge is then generalized into more general conclusions using a synthetic method. Aside from the introduction the actual thesis comprises four chapters, out of which the first three in particular are rather theoretical, whereas the fourth chapter provides a more practical view of description of the...

in English The thesis deals with the protection of creditors during the liquidation of a company, under the new legislation, effective since 1st January 2014. Although the previous legislation was considered accurate and to a large extent has been adopted in the current regulation, there are some differences to the benefit and detriment of creditor protection, which I highlight in each chapter. The aim of my thesis is to analyze the most important elements of protecting creditors in the liquidation process and after its completion, gradually from the general, to those that provide protection to the creditors of the specific claims, such protection evaluate and highlight possible problems that can endanger the satisfaction of creditor or make it completely impossible. Outside the introduction and conclusion, this thesis consists of three logically consecutive chapters, viewed from the perspective of the protection of creditors. The initial chapter has essentially definitional character needed to determine the scope of my work and therefore is as brief as possible. The first chapter deals with the term creditor, as a concept, defining the group of persons, on whose protection I am focused in my thesis and with the concept of liquidation process as a term for the cancellation of a company without...

The objective of this diploma thesis is the evaluation of a small construction company according to two different methods and consequent assessment of the values obtained by using these methods. The evaluation was requested by the shareholders of the company to assess current situation of the company and to research and sum up potential future opprotunities. The results of this thesis should serve as a basis for company's strategic decision making. First part of the thesis focuses on methodologic aspects of evaluation. The second part is devoted to the application of defined methods and processes on the real construction company. The enterprise was evaluated by discounted cash flows method and by liquidation value method. In conclusion of this thesis, both methods are compared and possible mesasures are proposed to the shareholders.

As the topic of my master's thesis, I chose to focus on acquisition of immovable property in insolvency proceedings, especially from the point of view of the acquirer. This thesis aims to summarize the process of acquiring immovable property included in a debtor's assets and to call attention to specific procedural approaches and potentially complicated situations. I begin with an overview of the legislation applicable to the issue and then briefly define the related key terms which I use in the text. I believe it is important to consider which immovable property shall be included in a debtor's insolvency assets as well as the follow-up procedure if someone claims that certain immovable property should be excluded from the debtor's assets. I also discuss the general principles of insolvency proceedings, especially as regards liquidation of assets related to the acquisition of immovable property. Then I deal with particular methods of liquidation of assets. I briefly summarize the process of each method, outline possible positives and negatives, and specify the applicable appeals. Various obligatory approval processes are related with a particular method of liquidation of assets. The approval process with liquidation of an item serving to secure a secured creditor's claim is dealt with separately. As...