Pub Date : 2022-09-14DOI: 10.14712/23366478.2022.33
K. Eichlerová
The duty of care is a core instrument to incentivise directors to act diligently and in the best interest of the company. The article seeks to answer the following questions concerning the duty of care in company law; 1) who is obliged to exercise it, 2) to whom, 3) what is the content of the duty of care, 4) what place does it occupy among other standards of care, 5) what is its nature, and 6) how does the duty of care differ between a director of a company and director of other legal persons of private law.
{"title":"The Duty of Care in Czech Company Law","authors":"K. Eichlerová","doi":"10.14712/23366478.2022.33","DOIUrl":"https://doi.org/10.14712/23366478.2022.33","url":null,"abstract":"The duty of care is a core instrument to incentivise directors to act diligently and in the best interest of the company. The article seeks to answer the following questions concerning the duty of care in company law; 1) who is obliged to exercise it, 2) to whom, 3) what is the content of the duty of care, 4) what place does it occupy among other standards of care, 5) what is its nature, and 6) how does the duty of care differ between a director of a company and director of other legal persons of private law.","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-09-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46901257","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-09-14DOI: 10.14712/23366478.2022.37
Emőd Veress
An enduring problem in company law is the liability of directors to the company for damage caused by wrongful acts. On the one hand, levers must be created whereby this liability exists, is effective, and plays a preventive role: a director is discouraged from carrying out damaging activities. On the other hand, the business world involves taking risks. It is sometimes regular for companies to suffer losses, not because of a mistake by a director but because of factors external to the director’s conduct. The director should therefore be encouraged to take certain risks. It all comes down to a question of balance between responsibility and risk-taking. How this balance has been created in Romanian law, what dilemmas exist, and how the courts apply the rules: the article proposes to analyse these issues.
{"title":"The Duty of Care in Romanian Company Law","authors":"Emőd Veress","doi":"10.14712/23366478.2022.37","DOIUrl":"https://doi.org/10.14712/23366478.2022.37","url":null,"abstract":"An enduring problem in company law is the liability of directors to the company for damage caused by wrongful acts. On the one hand, levers must be created whereby this liability exists, is effective, and plays a preventive role: a director is discouraged from carrying out damaging activities. On the other hand, the business world involves taking risks. It is sometimes regular for companies to suffer losses, not because of a mistake by a director but because of factors external to the director’s conduct. The director should therefore be encouraged to take certain risks. It all comes down to a question of balance between responsibility and risk-taking. How this balance has been created in Romanian law, what dilemmas exist, and how the courts apply the rules: the article proposes to analyse these issues.","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-09-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47905794","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-09-14DOI: 10.14712/23366478.2022.32
Martin Winner
The duty of care is a core instrument to incentivise managers to act diligently and in the best interest of the company. The following article highlights some key points under Austrian law and puts special emphasis on the business judgment rule, which aims to limit the liability risk of board members arising from the problem of judicial hindsight bias.
{"title":"The Duty of Care and Business Judgment Rule in Austrian Company Law","authors":"Martin Winner","doi":"10.14712/23366478.2022.32","DOIUrl":"https://doi.org/10.14712/23366478.2022.32","url":null,"abstract":"The duty of care is a core instrument to incentivise managers to act diligently and in the best interest of the company. The following article highlights some key points under Austrian law and puts special emphasis on the business judgment rule, which aims to limit the liability risk of board members arising from the problem of judicial hindsight bias.","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-09-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48989318","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-09-14DOI: 10.14712/23366478.2022.34
Lucie Josková
Business Judgment Rule has been part of the Czech written law since 2014. Nevertheless, there are many controversies regarding its formulation as well as interpretation. The objective of this paper is to analyse the purpose of BJR and based on this to suggest pre-requisites which must be fulfilled to apply BJR. At the same time the impact of the introduction of BJR into written law is examined.
{"title":"The Business Judgment Rule in the Czech Republic","authors":"Lucie Josková","doi":"10.14712/23366478.2022.34","DOIUrl":"https://doi.org/10.14712/23366478.2022.34","url":null,"abstract":"Business Judgment Rule has been part of the Czech written law since 2014. Nevertheless, there are many controversies regarding its formulation as well as interpretation. The objective of this paper is to analyse the purpose of BJR and based on this to suggest pre-requisites which must be fulfilled to apply BJR. At the same time the impact of the introduction of BJR into written law is examined.","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-09-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44589128","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-09-14DOI: 10.14712/23366478.2022.38
M. Patakyová, Barbora Grambličková, Jana Duračinská
A director may slip into the fulfilment of their own (opportunistic) interests due to the separation of management and ownership in companies and the fact that the director does not bear the risk of the possible failure of the company. Because there is a tension between the company (and its shareholders) and the director due to differences in their interests and information asymmetry, their relationship is based on trust, which is the core essence of a relationship between these entities (fiduciary relationship). The study focuses on the principal aspects of how Slovak company law deals with the tension between the interests of the company, its shareholders, and directors, especially from the point of view of compliance with the duty of care.
{"title":"The Legal Basis and Contextual Interpretation of the Duty of Care in Company Law in the Slovak Republic: from a “Gentlemanly Amateur” to a Professional Director?","authors":"M. Patakyová, Barbora Grambličková, Jana Duračinská","doi":"10.14712/23366478.2022.38","DOIUrl":"https://doi.org/10.14712/23366478.2022.38","url":null,"abstract":"A director may slip into the fulfilment of their own (opportunistic) interests due to the separation of management and ownership in companies and the fact that the director does not bear the risk of the possible failure of the company. Because there is a tension between the company (and its shareholders) and the director due to differences in their interests and information asymmetry, their relationship is based on trust, which is the core essence of a relationship between these entities (fiduciary relationship). The study focuses on the principal aspects of how Slovak company law deals with the tension between the interests of\u0000the company, its shareholders, and directors, especially from the point of view of compliance with the duty of care.","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-09-14","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41899402","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-06-02DOI: 10.14712/23366478.2022.23
Denisa Dulaková Jakúbeková
One of the areas that has undergone important changes in the “new” Czech Civil Code is the regulation of rental housing. Until the entry into force of the Czech Civil Code (i.e., until 31 December 2013), rental housing had the same legal basis, based on the common “Czechoslovak” Civil Code of 1964 (Act No. 40/1964 Sb.), or its amendment of 1991 (Act No. 509/1991 Sb.). Despite several legislative changes in that republic, the lease of an apartment retained an almost “sibling relationship”. However, since the Czech Civil Code came into force, private law in our two countries has taken on a fundamentally different character. In the Czech Republic, the legal regulation of rental housing is – in our view – more general, more modern, and (even) fairer, as it equalizes the legal position of landlord and tenant. In the Slovak Republic, however, it has taken on the character of the status quo, which, in principle, has not even changed with the later adoption of the more liberal Act No. 98/2014 Sb. on the short-term rental of flats.
{"title":"Nájomné bývanie v postmodernej dobe","authors":"Denisa Dulaková Jakúbeková","doi":"10.14712/23366478.2022.23","DOIUrl":"https://doi.org/10.14712/23366478.2022.23","url":null,"abstract":"One of the areas that has undergone important changes in the “new” Czech Civil Code is the regulation of rental housing. Until the entry into force of the Czech Civil Code (i.e., until 31 December 2013), rental housing had the same legal basis, based on the common “Czechoslovak” Civil Code of 1964 (Act No. 40/1964 Sb.), or its amendment of 1991 (Act No. 509/1991 Sb.). Despite several legislative changes in that republic, the lease of an apartment retained an almost “sibling relationship”. However, since the Czech Civil Code came into force, private law in our two countries has taken on a fundamentally different character. In the Czech Republic, the legal regulation of rental housing is – in our view – more general, more modern, and (even) fairer, as it equalizes the legal position of landlord and tenant. In the Slovak Republic, however, it has taken on the character of the status quo, which, in principle, has not even changed with the later adoption of the more liberal Act No. 98/2014 Sb. on the short-term rental of flats.","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-06-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41441262","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-06-02DOI: 10.14712/23366478.2022.20
Michael Zvára
The article deals with the re-established approach to possession in the Czech law. Attention is paid to the definition of the object of possession and the honesty in the law of possession. The article analyses the re-established concept of honesty in the law of possession in relation to the historical legal framework on the current territory of the Czech Republic and in relation to the Austrian law. The article also refers to the new institute of extraordinary prescription and itʼs relation to the law of possession in general and to ordinary prescription. It’s also refers to the relationship between the legal framework of possession and unjust enrichment, whereas the relationship between these concepts is not solved in a completely satisfactory way.
{"title":"Držba v novém pojetí","authors":"Michael Zvára","doi":"10.14712/23366478.2022.20","DOIUrl":"https://doi.org/10.14712/23366478.2022.20","url":null,"abstract":"The article deals with the re-established approach to possession in the Czech law. Attention is paid to the definition of the object of possession and the honesty in the law of possession. The article analyses the re-established concept of honesty in the law of possession in relation to the historical legal framework on the current territory of the Czech Republic and in relation to the Austrian law. The article also refers to the new institute of extraordinary prescription and itʼs relation to the law of possession in general and to ordinary prescription. It’s also refers to the relationship between the legal framework of possession and unjust enrichment, whereas the relationship between these concepts is not solved in a completely satisfactory way.","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-06-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44170481","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-06-02DOI: 10.14712/23366478.2022.12
J. Dvořák, M. Sedláček
Introduction
介绍
{"title":"Deset let občanského zákoníku","authors":"J. Dvořák, M. Sedláček","doi":"10.14712/23366478.2022.12","DOIUrl":"https://doi.org/10.14712/23366478.2022.12","url":null,"abstract":"Introduction","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-06-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46659215","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-06-02DOI: 10.14712/23366478.2022.26
Anežka Janoušková
The paper at hand deals with role and function of the general prevention duty in tort law as introduced by the Czech Civil Code in 2014. The general prevention duty has been taken over from the former Civil Code with some minor legislative amendments. On the other hand, basic rules for tort liability have changed significantly. As opposed to the previous general tort law provision, the new tort law was modelled upon the German concept of liability. However, German tort law does not explicitly provide for a general prevention duty. As the paper points out, this creates a unique combination of rules that need to be examined and discussed thoroughly. The paper at hand strives to be part of the discussion and tackle the issue of whether the traditional understanding of the general prevention duty needs to be reassessed and if so, how. It poses major questions, which arise due to the aforementioned changes. It further evaluates existing opinions on the matter and elaborates on possible solutions to the problem.
{"title":"Generální prevenční povinnost v systému deliktního práva","authors":"Anežka Janoušková","doi":"10.14712/23366478.2022.26","DOIUrl":"https://doi.org/10.14712/23366478.2022.26","url":null,"abstract":"The paper at hand deals with role and function of the general prevention duty in tort law as introduced by the Czech Civil Code in 2014. The general prevention duty has been taken over from the former Civil Code with some minor legislative amendments. On the other hand, basic rules for tort liability have changed significantly. As opposed to the previous general tort law provision, the new tort law was modelled upon the German concept of liability. However, German tort law does not explicitly provide for a general prevention duty. As the paper points out, this creates a unique combination of rules that need to be examined and discussed thoroughly. The paper at hand strives to be part of the discussion and tackle the issue of whether the traditional understanding of the general prevention duty needs to be reassessed and if so, how. It poses major questions, which arise due to the aforementioned changes. It further evaluates existing opinions on the matter and elaborates on possible solutions to the problem.","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-06-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46541884","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2022-06-02DOI: 10.14712/23366478.2022.30
Taras Z. Garasumiv, V. Chornopyska, A. Baran
The main purpose of the article was to study the gender equality principles in the Ukrainian justice system. This paper covered the main mechanisms of the state of modern international legal regulations on the impact of gender equality in the administration of justice. The main issues arising upon the implementation of gender equality issues in the justice system of Ukraine were identified. It was suggested that new mechanisms of further improvement of the corresponding law enforcement practice. It was concluded that particularly during the COVID-19 pandemic, the recognition of gender equality in Ukraine as a key aspect of sustainable development requires the introduction of a gender integration policy in all areas, including in the justice system, where it is necessary to recognise gender aspects upon delivering justice.
{"title":"Current Problems of the Impact of Gender Equality in the Administration of Justice in Ukraine","authors":"Taras Z. Garasumiv, V. Chornopyska, A. Baran","doi":"10.14712/23366478.2022.30","DOIUrl":"https://doi.org/10.14712/23366478.2022.30","url":null,"abstract":"The main purpose of the article was to study the gender equality principles in the Ukrainian justice system. This paper covered the main mechanisms of the state of modern international legal regulations on the impact of gender equality in the administration of justice. The main issues arising upon the implementation of gender equality issues in the justice system of Ukraine were identified. It was suggested that new mechanisms of further improvement of the corresponding law enforcement practice. It was concluded that particularly during the COVID-19 pandemic, the recognition of gender equality in Ukraine as a key aspect of sustainable development requires the introduction of a gender integration policy in all areas, including in the justice system, where it is necessary to recognise gender aspects upon delivering justice.","PeriodicalId":52921,"journal":{"name":"Acta Universitatis Carolinae Iuridica","volume":" ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2022-06-02","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46586500","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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