Perspectives of Law in Business and Finance.
Conference proceedings: 14th International Scientific Conference "Law in Business of Selected Member States of the European Union", November 3-4, 2022, Prague, Czech Republic
Perspectives of Law in Business and Finance.
Conference proceedings: 14th International Scientific Conference "Law in Business of Selected Member States of the European Union", November 3-4, 2022, Prague, Czech Republic
Contributor(s): Nicole Grmelová (Editor)
Subject(s): Law, Constitution, Jurisprudence, Law and Transitional Justice, Law on Economics, EU-Legislation, Commercial Law, Court case, Comparative Law, Administrative Law
Published by: Societatea de Stiinte Juridice si Administrative
Keywords: financial law; business law; private law; public law;
Summary/Abstract: These conference proceedings constitute a selection of the best papers submitted to the 14th International Scientific Conference "Law in Business of Selected Member States of the European Union" which was organized by the Department of Business and European Law, Faculty of International Relations, Prague University of Economics and Business, Czech Republic. The conference was held in the University ́s premises on 3 and 4 November 2022 and welcomed speakers and participants from both Europe (Ireland, Germany, Croatia, Poland, Romania, Greece, Slovakia, and the Czech Republic) and overseas (South African Republic, India). The conference was held in a hybrid format, being streamed online for those who could not join the conference venue in person and to reach a wider audience. The participant’s papers were presented in specialized sections which correspond to the subheadings of the present volume: 1. Section: Business and Commercial Law; 2. Section: Insolvency Law; 3. Section: Competition Law; 4. Section: Consumer Protection; 5. Section: European and International Legal Aspects of Doing Business; 6. Section: Banking, Finance, and Insurance Law. The conference has been supported by the Internal Grant Agency Project No. F2/44/2022 “Law in Business of Selected Member States of the European Union (14th annual conference)” of the Prague University of Economics and Business.
- E-ISBN-13: 978-606-95351-5-8
- Page Count: 190
- Publication Year: 2023
- Language: English
Business Activities conducted by the Czech Roman Catholic Church following the restitution of property confiscated under the Communist Regime
Business Activities conducted by the Czech Roman Catholic Church following the restitution of property confiscated under the Communist Regime
(Business Activities conducted by the Czech Roman Catholic Church following the restitution of property confiscated under the Communist Regime)
- Author(s):Nicole Grmelová, Radim Kříž, Petr Štěpánek
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Civil Law, Law on Economics, Canon Law / Church Law, Commercial Law
- Page Range:12-28
- No. of Pages:17
- Keywords:Business Activities; Czech Republic; Property Restitution; Roman Catholic Church; Self-sufficiency;
- Summary/Abstract:The Roman Catholic Church has restituted property which has been nationalized under the Communist Regime. The restitution process paves the way for a separation between the state and the church in the foreseeable future. Thus, the Roman Catholic Church will have to invest the restituted property wisely to be able to cover the costs of its main activity, the spiritual care of its followers. Having analysed the business model of current activities of the Roman Catholic Church, this paper argues that the centralized top-down approach adopted by the Roman Catholic Church may not be efficient enough for the Roman Catholic Church to achieve economic self-sufficiency in the long run. The objective of this paper is to assess if the current economic activities conducted by the Roman Catholic Church in the Czech Republic can lead to its economic self-sufficiency by 2030. To this end, the authors will interpret the restitution model as determined by the corresponding legal rules and analyse the data covering the business activities of the Roman Catholic Church.
Drag-along and tag-along clauses in shareholder agreements - Czech law perspective
Drag-along and tag-along clauses in shareholder agreements - Czech law perspective
(Drag-along and tag-along clauses in shareholder agreements - Czech law perspective)
- Author(s):Bohuslava Horáková
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Law on Economics, Commercial Law
- Page Range:29-40
- No. of Pages:12
- Keywords:constitutional documents; drag-along right; investors’ and shareholders’ rights; private equity; shareholders’ agreements; tag-along right; venture capital;
- Summary/Abstract:Drag-along and tag-long provisions are customary components of rights granted to investors within the terms of venture capital and private equity transactions. The drag-along right entitles a shareholder or a group of shareholders wishing to sell their shares in the company to, under certain conditions, compel all other shareholders to sell their shares under the same terms. Conversely, the tag-along right ensures that, again under certain conditions, shareholders wishing to sell their shares cannot do so unless they also arrange for sale of the other shareholders’ shares. Both drag-along and tag-along clauses are adapted from common law jurisdictions wherein the clauses often form a part of constitutional documents of companies, i.e., usually articles of association or certificates of incorporation. When used in the Czech Republic and other civil law jurisdictions, drag- and tag-along clauses are primarily included in shareholders’ agreement as agreements standing aside articles of association, i.e., outside of corporate constitutional documents. This paper assesses the functionality of the drag- and tag-along clauses in the context of Czech law and analyses the challenges imposed by the local law on the effectiveness and enforceability of such clauses.
Contractual approaches to environmental liability in asset deals
Contractual approaches to environmental liability in asset deals
(Contractual approaches to environmental liability in asset deals)
- Author(s):Vít Švestka, Lukáš Srbecký
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Criminal Law, Civil Law, Law on Economics, Court case, Administrative Law
- Page Range:41-50
- No. of Pages:10
- Keywords:Asset Deal; Deferred payment; Environmental damage; Environmental liability; Indemnities; Representations and Warranties;
- Summary/Abstract:The Czech legislation recognises certain types of “environmental liability”, including the obligations from various fields of law – a special obligation to prevent and remedy environmental damage, and administrative, criminal, and civil law liabilities. Unlike in case of share deals, where the liability remains with the acquired company, in case of asset deals the transfer of environmental liability depends on more factors, such as the type of liability and specific circumstances under which the liability originated. Both the seller and the purchaser may aim to minimize the impacts of threatening environmental liability by various contractual instruments. The paper deals with the contractual risk allocation for both parties of an asset deal, including the analysis of the environmental liability under the Czech law, and specific legal instruments of risk allocation, such as indemnifications, representations and warranties, or deferred payment of purchase price.
The Center of Main Interest (COMI) in Recent Case-law
The Center of Main Interest (COMI) in Recent Case-law
(The Center of Main Interest (COMI) in Recent Case-law)
- Author(s):Tomáš Moravec
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Law on Economics, EU-Legislation, Commercial Law, Court case, Comparative Law
- Page Range:51-62
- No. of Pages:11
- Keywords:Centre of Main Interest (COMI); Cross-border insolvency; EU Regulation on insolvency proceedings (EIR); Insolvency;
- Summary/Abstract:The paper deals with defining the Center of Main Interest (COMI) in judicial decisions at the European and national levels. The article presumes that the definition of the COMI in EU Regulation on insolvency proceedings (EIR) recast is still insufficient and the judicial body should precise the definition of the COMI. Moreover, the article supposes that the definition of the COMI is not fit for the decentralized economy. Firstly, the paper describes the definition of the COMI in EIR recast. Secondly, the article focuses on the review of case law and the evolution of the concept of COMI in judicial decisions. Finally, the paper will analyse whether the concept of COMI is convenient in the current legal framework and decentralized economy models. At the end, it will be argued that COMI looks like an adequate and rational criterion for common cross-border insolvencies. Lastly, the article also proposes the definition of COMI in the event of a decentralized economy.
Preventive Restructuring: Business Viability in Impending Insolvency
Preventive Restructuring: Business Viability in Impending Insolvency
(Preventive Restructuring: Business Viability in Impending Insolvency)
- Author(s):Klára Vítková, Ondřej Zezulka
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Law on Economics, Commercial Law
- Page Range:63-73
- No. of Pages:11
- Keywords:impending insolvency; insolvency proceedings; preventive restructuring; resolution;
- Summary/Abstract:The Directive (EU) 2019/1023 on restructuring and insolvency lays down rules on preventive restructuring frameworks available for debtors in financial difficulties when there is a likelihood of insolvency, with a view to preventing the insolvency and ensuring the viability of the debtor. The impending insolvency represents a critical condition on the verge of total economic and business failure. Until now, the Czech legal system has only offered the tools of formal insolvency proceedings to resolve such difficulties (particularly the concept of formal reorganization). The article examines whether the impending insolvency can also be averted by using the new procedure of preventive restructuring and to what extent the maximum degree of economic distress of the debtor may be still accepted. For such purposes, the authors assess a concept of a viability test.
The first reduction of the fine in the decision of the Czech Competition Authority due to the undertaking’s compliance program – a step in the right direction?
The first reduction of the fine in the decision of the Czech Competition Authority due to the undertaking’s compliance program – a step in the right direction?
(The first reduction of the fine in the decision of the Czech Competition Authority due to the undertaking’s compliance program – a step in the right direction?)
- Author(s):Martin Boháček
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Law on Economics, Commercial Law, Court case, Administrative Law
- Page Range:74-90
- No. of Pages:16
- Keywords:competition law; compliance; criminal law; Czech Competition Authority; reasoning of the Czech Competition Authority; Z-TRADE case;
- Summary/Abstract:In early September 2022, the Czech Competition Authority (Office for the Protection of Competition) for the first time in its decision-making activity reduced the fine imposed upon a competitor due to its compliance program. This is a fundamental change, as this Office has so far refused to take the compliance program into account when considering the amount of the fine. The objective of this paper is to assess what functions a compliance program can have in competition law. Another aim is to find out what the Z-TRADE's violation of competition law was, how much the fine was reduced and under what circumstances. Related to this is the research question of whether and how the Office has defined the principles for taking this program into account in its future decision-making. In order to clarify the nature of this tool, the author has asked another research question - how the Office argued in its previous decisions for refusing to take the compliance program into account. In the Conclusion, the author assesses whether the consideration of compliance in the practice of the Czech Competition Authority is a step in the right direction. The author will use the method of qualitative analysis of jurisprudence and legal literature. While examining the links between the use of compliance in the administrative penalty for violation of economic competition and in the criminal penalty, he will use the micro-comparison method.
Exclusivity clause in lease agreements for commercial premises from the perspective of Slovak and European competition law
Exclusivity clause in lease agreements for commercial premises from the perspective of Slovak and European competition law
(Exclusivity clause in lease agreements for commercial premises from the perspective of Slovak and European competition law)
- Author(s):Martin Winkler
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, EU-Legislation, Commercial Law, Comparative Law
- Page Range:91-103
- No. of Pages:13
- Keywords:agreement having as its object the restriction of competition; agreement having the effect of restricting competition; agreement restricting competition; exclusivity clause;
- Summary/Abstract:A relatively frequent practice when concluding lease agreements for commercial premises in shopping centres is the tenants' requirement towards lessors for so-called exclusivity, i.e. the requirement not to lease commercial premises in the same shopping centre to their competitors or vice versa – the landlords' requirement towards tenants to include a so-called radius clause in lease agreements, where the tenant may not conclude a lease agreement for another commercial premise in a certain area within a specified distance from the shopping centre. In this paper, we look at this issue from a competition law perspective. A lease agreement with an exclusivity clause or radius clause may fulfil the defining features of an agreement restricting competition, which is prohibited under Article 101 of the Treaty on the Functioning of the EU and Section 4 of Slovak Act No. 187/2021 Coll. on the protection of economic competition. Although the courts in the Slovak Republic have not yet dealt with this issue, it has become the subject of judicial review of decisions of antimonopoly offices in other European countries and also the Court of Justice of the EU has entered into the valid legal regulation with its decisions. The aim of this paper is to define, after an analysis of the valid legal regulation and the case-law in several European countries and of the Court of Justice of the EU, the criteria under which lease agreements with exclusivity clause may be considered to be in compliance with European and Slovak law.
Selected aspects of Compensation in the Dieselgate case in Germany
Selected aspects of Compensation in the Dieselgate case in Germany
(Selected aspects of Compensation in the Dieselgate case in Germany)
- Author(s):Tomáš Brandejský
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, EU-Legislation, Commercial Law, Court case
- Page Range:104-117
- No. of Pages:14
- Keywords:automotive; compensatory damages; consumer rights; deception; defeat device; environment; emissions; fraud;
- Summary/Abstract:In September 2015, it was revealed that the German company Volkswagen AG had installed a so-called defeat device in more than 11 million vehicles between 2009 and 2015. The purpose of this device was to detect that the vehicle is being subjected to a laboratory emissions measurement and activate a low-emission mode for such a case. In normal operation, however, the emissions of affected vehicles greatly exceeded the limits set by relevant EU regulation. Courts around the world are still hearing claims for damages from millions of affected owners, mainly on the grounds that they were misled when they bought the vehicle that it met the mandatory emission standards. The aim of the paper is to explore insofar the reasoning developed by the German courts may be applied by other Central European courts, in particular the Czech ones. To this end, the paper will describe and analyse the German legislation and the case law of the Court of Justice of the EU (CJEU) and the German courts and also compare the wording of the corresponding Acts applicable to awarding damages for misleading consumers. The chosen task was addressed by means of reviewing relevant legislation, court decisions and academic texts. The research carried out revealed that, although a substantial part of the problems have already been resolved, some issues are still open and await the final word from the CJEU. The conclusions of the German courts are also applicable to the Czech legal environment. The results of this work provide an understanding of how the German justice has dealt with the claims of injured purchasers, and also to what extent are conclusions of German courts applicable to the Czech legal environment.
Court practice in disputes over customary rent in a situation of dominant or more favourable economic position of the landlord
Court practice in disputes over customary rent in a situation of dominant or more favourable economic position of the landlord
(Court practice in disputes over customary rent in a situation of dominant or more favourable economic position of the landlord)
- Author(s):Michal Pohl, Vít Švestka, Lukáš Bumbálek
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Law on Economics, Commercial Law, Court case
- Page Range:118-131
- No. of Pages:14
- Keywords:competition; customary rent; price leadership;
- Summary/Abstract:This paper examines how the determination of the local customary rent has historically been carried out through court decisions in areas where the landlord has a dominant or economically more advantageous position, especially in terms of the criteria for determining the amount of customary rent and the practice of the courts in taking into account the position of landlords (dominant position under the Act on Protection of Competition or more favourable economic position), its possible abuse in determining the amount of customary rent and the reflection of the phenomena of competition resulting from the position of the dominant company, such as e.g. „price leading“. The issue of rent increases by the court is examined in the cases of former corporate apartments privatised to investors in the rental business, where, if no rent increase was agreed by the parties, only the court was entitled to determine the rent pursuant to Section 2249(3) of the Czech Civil Code. The authors argue that the legislative regulation of customary rent and subsequent case law have led to an erosion of fundamental constitutional and legal guarantees, as well as to economic inefficiencies.
The proposed Corporate Sustainability Due Diligence Directive and its provisions on civil liability and private international law in particular
The proposed Corporate Sustainability Due Diligence Directive and its provisions on civil liability and private international law in particular
(The proposed Corporate Sustainability Due Diligence Directive and its provisions on civil liability and private international law in particular)
- Author(s):Tania Pantazi
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Civil Law, International Law, EU-Legislation, Commercial Law
- Page Range:132-144
- No. of Pages:12
- Keywords:applicable law; civil liability; due diligence; Corporate Social Responsibility;
- Summary/Abstract:The newly adopted proposal for a Corporate Sustainability Due Diligence Directive introduces for the first time in EU law the duty of undertakings to perform corporate due diligence on environmental and human rights matters. The aim of the present paper is to examine the provisions of the proposed Directive on civil liability and private international law issues. The paper first provides a brief overview of the proposal, which serves as an essential background, and then focuses on the interpretation of the provisions on civil liability, based on their wording, aim and scope, existing literature on due diligence and case law. The rules are also examined in context with advancements in international and national law. The study concludes that, although several issues remain uncertain or to be decided by national law, the introduction of civil liability and private international law rules will substantially facilitate multi-jurisdictional claims against corporations on environmental and human rights matters. The paper contributes to the discussion on forthcoming European legislation on corporate due diligence by assessing private law issues which have been scarcely investigated in literature.
What are the risks of non-fungible tokens (NFTs) from intellectual property law perspective?
What are the risks of non-fungible tokens (NFTs) from intellectual property law perspective?
(What are the risks of non-fungible tokens (NFTs) from intellectual property law perspective?)
- Author(s):Nikol Popovská
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Civil Law, Human Rights and Humanitarian Law, Comparative Law
- Page Range:145-155
- No. of Pages:11
- Keywords:copyright; intellectual property; non-fungible tokens; trademarks;
- Summary/Abstract:Non-fungible tokens, called NFTs for short, are not only one of the biggest game changers in the digital marketplace, but they are also raising a lot of attention in the field of intellectual property law. The NFT boom that began in 2021, particularly in the art world, has already caused numerous intellectual property disputes. This paper focuses on analysing various issues related to copyright, trademarks, and the problem of potential infringement of these rights in the case of NFTs. The starting point is to identify what NFT is in the first place. Can NFT be used to transfer copyright, or could it be considered as a form of license? If someone makes an NFT without the author's consent, is it a copyright breach? This paper aims to find out whether NFTs can be considered unauthorized copies of an original work or product under applicable law and whether a copyright infringement claim can be raised. This will be done in particular by outlining the legal argumentation of the ongoing lawsuits. Therefore, this paper's contribution should be to set out possible legal risks to those operating in the art market or those whose trademarks have not yet been extended to the metaverse.
Evaluating the legal impact of EU economic sanctions on Russia from an EU business perspective
Evaluating the legal impact of EU economic sanctions on Russia from an EU business perspective
(Evaluating the legal impact of EU economic sanctions on Russia from an EU business perspective)
- Author(s):Kieran Robert Spencer
- Language:English
- Subject(s):History, Law, Constitution, Jurisprudence, Special Historiographies:, Law on Economics, EU-Legislation, Commercial Law, Russian Aggression against Ukraine
- Page Range:156-166
- No. of Pages:11
- Keywords:CFSP; European Union; Restrictive Measures; Sanctions; 2022 Russia Invasion Ukraine;
- Summary/Abstract:In response to the 2022 escalation of Russia’s invasion into Ukraine, the European Union has implemented unprecedented sanctions targeting the Russian state, individuals supporting the war effort, and the Russian economy generally. These sanctions are unique in the history of the European Union, not only because of their political context but also because of their breadth and the novel legal instruments used. This paper will explore how these distinctive features might impact businesses working within the European Union.
The EU Directive on cross-border tax arrangements (DAC6) - the end of tax optimization?
The EU Directive on cross-border tax arrangements (DAC6) - the end of tax optimization?
(The EU Directive on cross-border tax arrangements (DAC6) - the end of tax optimization?)
- Author(s):Jeremiasz Kalus
- Language:English
- Subject(s):Law, Constitution, Jurisprudence, Law on Economics, EU-Legislation
- Page Range:168-179
- No. of Pages:12
- Keywords:DAC6; MDR; tax avoidance; tax optimisation; tax schemes;
- Summary/Abstract:DAC6 is one of the steps against aggressive tax optimisation adopted by the OECD. The same name is often used to refer to the EU Directive on cross-border tax arrangements (Directive 2018/822) adopted by the European Union. The main objective behind the indicated legislation is to counteract tax optimisation. The paper mainly addresses the effectiveness of the adopted solutions, and the problems arising from them in the context of the laws of the Member States that have implemented the indicated legislation. The methodology of the paper is based analysing and comparing Directive 2018/822 and selected issues from the legislation of the EU Member States. The importance of the work is based on the presentation of the relevant problems faced by Member States in the context of the mandatory disclosure regime (MDR). Preliminary research leads to the conclusion that legislation based on the indicated provisions does not completely eliminate optimisation opportunities but constitutes a significant impediment for all taxpayers - even those not performing optimisation activities.
MiFIR Review proposal: Americanization of EU financial markets?
MiFIR Review proposal: Americanization of EU financial markets?
(MiFIR Review proposal: Americanization of EU financial markets?)
- Author(s):Petr Tomčiak
- Language:English
- Subject(s):Politics / Political Sciences, Law, Constitution, Jurisprudence, Public Law, Law on Economics, Commercial Law
- Page Range:180-189
- No. of Pages:10
- Keywords:Consolidated tape; CMU; EU financial markets; MiFIR Review;
- Summary/Abstract:This contribution aims to discuss the recent proposal to review Regulation (EU) No. 600/2014. The European Commission proposed to establish the consolidated tape in the European Union and increase transparency for investors in the EU financial markets. The EU is struggling to attract non-EU investors in the last few years. The proposal puts on the table legislative changes similar to those that are in place in the United States for more than a decade. The question is whether the EU is getting inspired by the regulation on the other side of the Atlantic Ocean in order to help financial markets in the EU. The contribution shall discuss the Markets in Financial Instruments Regulation (MiFIR) Review proposal and find if the European consolidated tape can copy the American model.