The aim of this thesis has been to analyze briefly the instruments of protection for minority shareholders in the limited liability company after the recodification of the Czech private law, to follow the modern trend of this topic and to evaluate the changes in regards to the previous codification. The thesis is structured as follows. The first chapter is divided into two subchapters. In the first one the basic terms important for the rest of the thesis has been explained, such as limited liability company, minority shareholder and qualified minority shareholder.The second subchapter characterizes the importance of protection for minority shareholders. The particular instruments of minority shareholders' protection are listed and analyzed in the second chapter. It has been structured into several subchapters according to the subjects of each type of a minority shareholder protection (qualified shareholders, minority shareholders, all shareholders). The instruments belonging to the qualified shareholders are: the right of calling a general meeting according to the par. 187 of the zákon o obchodních korporacích Code and a right to suggest topics to be discussed at a general meeting. The instruments which may be used by all minority shareholder are: the separate voting and cumulative voting....

(The protection of minority shareholders' rights) The theme of this thesis is the protection of minority shareholders' rights. This problem of joint-stock companies is very comprehensive. So that this thesis is focused on rights belonging to shareholders with qualified share in stated capital of company which are situated in § 181 and § 182 in the Czech Commercial Code. The thesis consists of eight chapters. In the first chapter the comment of basic terms connecting to this topic is presented. The term of joint-stock company and its characteristic features are briefly engaged. Further the terms shareholder and minority shareholder are specified. The second chapter is focused on historical development of minority shareholders' rights from 1991 when the Commercial Code was enacted to the future. Special attention is given to amendments to the Commercial Code by Acts No. 142/1996 Coll., No. 370/2000 Coll. and No. 420/2009 Coll. In the third chapter the general comment about reasons of protection of minority shareholders' rights is given and areas of protection of these shareholders are specialized. The fourth chapter is concentrated on the right of minority shareholders to convence an extraordinary general meeting to discuss the program which is suggested. The Supreme Court of the Czech Republic has a...

Protection of minority shareholders after recodification of Czech private law The purpose of this thesis is to concentrate upon chosen areas of protection of minority shareholders, analyse them and review the advantages and disadvantages of the recodification of Czech private law in these areas. Simultaneously the thesis evaluates the usability of the existing judicial decisions and outlines possible development of the legislation. In the parts of the thesis where the author believes it is useful, the thesis compares these areas with foreign legislation and doctrine. The thesis is systematically composed of 4 chapters. The introductory part of the thesis consists of two separate chapters that describe the notions of minority and qualified shareholder and explain the reasons of their protection. After the definition of areas of protection of minority shareholders, chapter three concentrates on the areas of the protection that the author considers significant in terms of position of the minority shareholder in the company after the recodification. At first the thesis focuses on the participation of the shareholders in the corporate governance, specifically on the rights of qualified shareholders. The next part of the thesis highlights the new legal institute incorporated in the Czech legal order...

Protection of minority shareholders after the recodification of Czech private law This thesis is concerned with the instruments designated for protection of minority shareholders, their reasons and aims. The thesis critically assesses Czech legislation concerning the protection of minority shareholders, with the focus on new instruments and interpretation ambiguities and having regard to the opinions of professional public. After assessing the opinions of professional public, the author presents his own view on interpretation ambiguities. The thesis is systematically divided into seven chapters. Chapter One includes general terminology definitions. Terms shareholder, Czech public limited company, minority shareholder and qualified shareholder are explained. The term of protection of minority shareholders is explained here as well. Chapter Two includes general summary of the legislation concerned with protection of minority shareholders. The chapter divided according to the individual legal areas containing the protection. It includes complex outline of minority shareholder rights, with regard to their reasons and aims. Chapter Three includes detailed view and justification of use of correspondence voting, the instrument of attendance of general meetings by technological means, and cumulative...

The protection of minority members in limited liability companies after recodification of private law ABSTRACT The purpose of this thesis is to give an enumeration of protective instruments available to a minority shareholder in a limited liability company after the recodification of Czech private law and to engage in further analysis of these instruments. The thesis is divided into an introduction, four chapters and a conclusion. The first chapter defines basic terminology used in the thesis, such as 'minority shareholder' and 'qualified shareholder'. The second chapter focuses on the position of a minority shareholder in a limited liability company and introduces the reasons to protect such a minority shareholder and the risks connected with an excessive protection of minority shareholders. Chapters 3 and 4 form the hearth of this thesis. The third chapter offers a detailed analysis of instruments available to every shareholder in a limited liability company, including a minority shareholder. These instruments include separate voting, motion to declare member's vote or general meeting's voting null and void, cumulative voting, right to information, derivative action, claim for reflective loss, claim for compensation for damage from influential person, right to suggest an appoitment of an expert to...

The squeeze-out has been introduced into Czech law in June 2005. Until now, 780 squeeze-outs have been executed, during that almost 22 billion CZK have been distributed among minority shareholders. The rights of different shareholders groups are in conflict during squeeze-out which makes the whole process quite controversial. Minority shareholders' basic right to participate in the company, which is usually accompanied by the profit participation right is taken from them. On the other side, the major shareholder gets the chance of more effective company governance or the chance to sell the company in the merger for much higher sale price. The whole process is honest only if the minority shareholders receive an appropriate compensation for the termination of their participation in the company.

Les actionnaires sont au centre du gouvernement des entreprises. Bien qu'une certaine passivité leur soit parfois reprochée, simultanément, des craintes existent qu'une démocratie des actionnaires ne limite excessivement la gestion quotidienne des entreprises. Loin d'être incompatibles, ces deux remarques reflètent la diversité des actionnaires. En pratique, leurs attentes et leur comportement dépendent fortement de deux éléments : la part du capital ou des voix qu'ils détiennent de même que leur identité. Notre recherche porte sur la protection des actionnaires minoritaires dans le cadre d'opérations de prises de contrôle de sociétés publiques. Le sujet soulève une problématique d'une grande actualité dans le contexte canadien, contexte caractérisé par une concentration de l'actionnariat des sociétés publiques. Le sujet fait la conjonction de deux problèmes d'actualité. D'une part, la multiplication des prises de contrôle s'est accrue lors des dernières décennies et ce phénomène semble, plus que jamais, promis à un brillant avenir. D'autre part, le problème de la protection des actionnaires minoritaires se pose de façon toujours plus aiguë, dans le cadre des sociétés par actions de plus en plus importantes où leur rôle tend à s'amenuiser. / Shareholders are at the heart of corporate governance. While some reproach them a certain passivity, others, at the same time, fear that a shareholders' democracy could unduly limit the daily management of corporations. Far from being incompatible, these two statements reveal the wide diversity that surrounds shareholders. In practice, their expectations and their behavior strongly depend on two items: their share in capital or their share of votes, as well as their identity. Our thesis deals with the issue of minority shareholders' protection in the context of takeover operations involving public companies. This topic raises issues of great relevance and is particularly current in the Canadian context that is characterised by a shareholding concentration of public companies. Our topic brings together two current problems. On the one hand, the rise in takeover operations has, in the last decades, been significant and this phenomenon seems, more than ever, to be destined to a very bright future. On the other hand, the issue of minority shareholders' protection also arises, ever so sharply, in the context of growing shareholding companies where shareholders' role seems to be fading.

Corporate governance in general has become the new crucible in which corporations are tested and declared worthy of the trust of international investors. In an age when countries compete in a global economy, compliance with corporate governance standards has become crucial to the survival of businesses. Especially in the Middle East, which is culturally and politically distant from the rest of the world, compliance with the internationally accepted principles of corporate governance has become a challenge. This thesis aims to examine how a specific aspect of corporate governance—disclosure and transparency—is viewed and applied in the Saudi Arabian context. The results of this study are important primarily for Saudi Arabian businesses positioned to play a significant role in the global economy. The Saudi economy is one that has a number of industries such as the oil industry, which forms the largest contributor of the GDP of the nation; about 67%. Other companies in the country include those, which deal in consumer goods, the financial sector, the media, retail, telecommunications, technology, travel and leisure and telecommunications. The largest conglomerates are those that deal in the oil and gas industry. These companies could benefit greatly from the financial strength provided by international investments, the technical and strategic advantages offered by partnerships and joint ventures with foreign companies and the market leadership obtained by gaining the trust and confidence of consumers in the global market. Achieving these benefits becomes feasible only if Saudi firms can comply with the minimum disclosure and transparency requirements. The thesis employs critical and comparative analyses. It explores the academic literature on corporate disclosure and discusses the theories and principles espoused in the context of the Saudi Arabian legal and regulatory framework. Also discussed is the vital role of the Islamic principles in Sharia law, which forms the basis of the Saudi legal system. This study proposes corporate disclosure practices as the basis for comprehensive reform of Saudi Arabia’s Capital Market Authority. The idea of corporations is alien to the Islamic law, but the idea of disclosure and transparency is a fundamental of the Islamic corporate governance. The disclosures that the organizations make have a target of attaining transparency and the promotion of market discipline concerning the same institutions. There is also the conceptualization of the fact that the effectiveness of the corporate organizations relies on how they complement the international standards. The study offers recommendations for increasing transparency, disclosure and the associated principles in the Saudi Arabian stock market and better protecting minority shareholders. These recommendations follow the United Kingdom’s corporate governance approach but reflect the interests, culture, treaties, Sharia principles and legislative reforms of the Kingdom of Saudi Arabia. The thesis concludes by presenting the Saudi perspective on disclosure and transparency and its prospects for future development.

Esta dissertação estuda os mecanismos disponibilizados pelo artigo 264 da Lei das Sociedades Anônimas para proteção adicional dos interesses e dos direitos dos acionistas minoritários na incorporação de companhia controlada. Para tanto, são abordados os dispositivos legais, os posicionamentos doutrinários e as interpretações da jurisprudência administrativa e judicial sobre o assunto no Brasil. O primeiro capítulo do estudo analisa o conceito e a natureza jurídica da incorporação, a substituição de ações e de direitos dos acionistas na operação, o procedimento de incorporação, e a relação de controle existente entre as companhias incorporadora e incorporada. O segundo capítulo analisa a evolução histórica das disposições do artigo 264, partindo do Projeto de Lei que lhe deu origem até o texto do dispositivo atualmente vigente. O terceiro capítulo analisa a proteção adicional oferecida ao acionista minoritário pelo caput do artigo 264, atrelada à relação de substituição de ações adotada na operação. O quarto capítulo analisa a proteção adicional conferida ao acionista minoritário pelo §3º do artigo 264, vinculada ao direito de recesso na operação. Ao final, a conclusão arremata as principais discussões identificadas ao longo do estudo. / This thesis studies the mechanisms provided by Article 264 of the Brazilian Corporations Law for additional protection of the interests and rights of minority shareholders in the merger of a subsidiary corporation into its parent corporation. To this end, we discuss the legal provisions, the legal literature and the interpretations of administrative and judicial case law on the subject in Brazil. The first chapter of the study analyzes the concept and the legal nature of a merger, the substitution of shares and rights of the shareholders in the transaction, the merger procedure, and the control relationship that exists between the parent corporation and its subsidiary. The second chapter analyzes the historical development of the provisions of Article 264, from the bill from which it originated to the text of the provision currently in force. The third chapter analyzes the additional protection granted to minority shareholders by the chapeau of Article 264, regarding the share exchange ratio adopted in the transaction. The fourth chapter analyzes the additional protection afforded to minority shareholders by paragraph 3 of Article 264, relating to the right to withdraw from the transaction. Finally, the conclusion finalizes the main discussions identified throughout the study.

Les actionnaires sont au centre du gouvernement des entreprises. Bien qu'une certaine passivité leur soit parfois reprochée, simultanément, des craintes existent qu'une démocratie des actionnaires ne limite excessivement la gestion quotidienne des entreprises. Loin d'être incompatibles, ces deux remarques reflètent la diversité des actionnaires. En pratique, leurs attentes et leur comportement dépendent fortement de deux éléments : la part du capital ou des voix qu'ils détiennent de même que leur identité. Notre recherche porte sur la protection des actionnaires minoritaires dans le cadre d'opérations de prises de contrôle de sociétés publiques. Le sujet soulève une problématique d'une grande actualité dans le contexte canadien, contexte caractérisé par une concentration de l'actionnariat des sociétés publiques. Le sujet fait la conjonction de deux problèmes d'actualité. D'une part, la multiplication des prises de contrôle s'est accrue lors des dernières décennies et ce phénomène semble, plus que jamais, promis à un brillant avenir. D'autre part, le problème de la protection des actionnaires minoritaires se pose de façon toujours plus aiguë, dans le cadre des sociétés par actions de plus en plus importantes où leur rôle tend à s'amenuiser. / Shareholders are at the heart of corporate governance. While some reproach them a certain passivity, others, at the same time, fear that a shareholders' democracy could unduly limit the daily management of corporations. Far from being incompatible, these two statements reveal the wide diversity that surrounds shareholders. In practice, their expectations and their behavior strongly depend on two items: their share in capital or their share of votes, as well as their identity. Our thesis deals with the issue of minority shareholders' protection in the context of takeover operations involving public companies. This topic raises issues of great relevance and is particularly current in the Canadian context that is characterised by a shareholding concentration of public companies. Our topic brings together two current problems. On the one hand, the rise in takeover operations has, in the last decades, been significant and this phenomenon seems, more than ever, to be destined to a very bright future. On the other hand, the issue of minority shareholders' protection also arises, ever so sharply, in the context of growing shareholding companies where shareholders' role seems to be fading.