University:
University College London
Course:
LAWS0021 | Company Law
Academic year:

2024
Views:

110

Pages:

3
Author:

Nam B.

Current Issues Of Company Law In Czech Republic Presented by: Dr. Eichlerová Date: 9 May 2024 Introduction to Company Law in Czech Republic - - Recodification of private law (2014) • Civil Code (Act no. 89/2012 Sb.) • Business Corporations Act (Act no. 90/2012 Sb.) Until 2014 • Civil Code (Act no. 40/1964 Sb.) • Commercial Code (Act no. 513/1991 Sb.) Company Law until 2014 - Basic characteristic • Rigidity  Most rules interpretated as mandatory  Less space for autonomy of will • Approximation of the regulation of private and public companies • Liberalization  Broad space for autonomy of will  Flexibility in design of shareholder's rights Selected Current Issues - Liberal regulation • - Distinction between private company and public company • - Issue of the unlimited term of office of director in the public company. Issue of the distribution of profits. Consequences of deviating from the mandatory rules • Issue of non-compliance with the required form for legal transactions between a one-member company and a sole shareholder Unlimited Term Of Office Of Director In The Public Company - Section 439(2) BCA • If the articles of association or the contract of office do not specify the length of the term of office of a director, it is 3 years.  No explicit limitation on the maximum possible term of office.  Is possible an unlimited term of office? • Judgment of the Supreme Court case no. 27 CDO 1915/2022  It is permitted unless the articles of association stipulated that directors could be removed only for certain reasons. Distribution Of Profits - The statutory rules • - The wording is fundamentally the same for both types of companies. Case law • Public company  Judgment of the Supreme Court case no. 29 CDO 3059/2011  Judgment of the Supreme Court case no. 27 CDO 3885/2017 o The general meeting of public company may decide not to distribute profits only if there are important reasons for doing so. - Private company • Judgment of the Supreme Court case no. 27 CDO 1306/2023  The general meeting of a private company is not limited in deciding not to distribute profits as in the case of a public company. Consequences Of Deviating From The Mandatory Rules - Section 13 BCA • Contract concluded between a one-member company represented by a sole shareholder and that shareholder requires a written form with officially certified signatures. This does not apply if such a contract is concluded in the ordinary course of business and under the conditions customary therein. - Judgment of the Supreme Court case no. 31 ICDO 36/2020 • Written form captures the content of the legal transaction. • Official verification of the signature makes certain the date on conclusion of contract. - If this meaning and purpose is achieved otherwise, then the effect of the deviation is not invalid.