Corporate
When it comes to distributing profits and paying dividends, how do you set the rules for that? Are there legal restrictions you need to be aware of? Does every shareholder have to receive the same amount? And is it possible to distribute profits in ways other than cash?
H&P corporate case law judgment: Statute of limitations on unjust enrichment claims (March 2025)
For the month of March, we highlight a judgment (Case No. 27 Cdo 459/2024) concerning the statute of limitations for unjust enrichment claims. While the conclusions of this judgment are not entirely novel, they are significant for practical application and intersect with the frequently discussed top
JOINT VENTURE | POINT TWO | Shareholders’ agreement: The key to successful cooperation of shareholders
What is a shareholders' agreement and how does it differ from a constitutional document? What essential elements and form should the shareholders' agreement have? What should it contain to cover all important aspects of cooperation among shareholders?
H&P corporate judgment: Abuse of a right and termination of a non-compete clause (February 2025)
In February's judgment (Case No. 27 Cdo 1236/2024), we delve into the abuse of a right concerning the termination of a non-compete clause. The case specifically examined the relationship between a board member and a joint-stock company, governed by an agreement on the performance of office. Under th
JOINT VENTURE | POINT ONE | Memorandum of association: The key to successful collaboration between shareholders
Starting a business involves significant pitfalls, one of which is properly setting up the memorandum of association. What should it contain so that it is drafted well from the very beginning, and comprises everything it needs and at the same time prevents conflicts and disagreements between the sha
H&P Corporate Case Law: Declaring authenticity of signatures on a share transfer agreement (January 2025)
In terms of corporate case law, 2025 begins with a decision (file no. 27 Cdo 3120/2023) that deals with the effectiveness of an agreement to transfer a share in a Czech limited liability company (s.r.o.). Although the present decision is more relevant from the perspective of an attorney-at-law, it i
H&P Corporate Case Law: Defect in the service agreement justifies invalidity of a resolution (December 2024)
We close the 2024 digest with a notable decision by the Supreme Court (Case No. 27 Cdo 1246/2024), addressing the approval of remuneration for a member of a governing body. The case addressed a service agreement (including remuneration) of a managing director – at the same time the majority sharehol
H&P corporate case-law judgment: Is your registered scope of business specific enough? (November 2024)
At the end of November, the Czech Supreme Court further elaborated on its existing opinion as to how specific and precise a company’s scope of business must be, particularly as regards the frequent entry “production, trade and services not listed in Annexes 1 to 3 to the Trade Act.”
H&P corporate case-law judgment: Liability of a company’s executive body (October 2024)
Our October issue continues with another judgment (C 613/23 CJEU) examining the liability of members of a company’s executive body for its unpaid debts. Last month, we discussed the Supreme Court’s approach to the choice of forum when a foreign executive body member is sued.
H&P corporate case-law judgment: Liability of foreign elected body members for company debts (September 2024)
As a judgment of the month of September (Case No. 27 Cdo 3032/2023) we present a landmark decision that sheds light on the international jurisdiction of courts in disputes involving the liability of an elected body member for a company’s debts. These disputes often arise when a member—frequently a f
Authors