Archive – Corporate (2025)

In our August briefing, we present a corporate case-law decision (Case No. 28 Cdo 945/2025) issued by a Supreme Court panel that is not specialised in corporate law. This time we shall guide you through attributability of knowledge and good faith to the collective body of a legal entity.

The registration of beneficial owners and the obligations it entails have been the subject of heated debate and controversy in the Czech legal environment since their introduction. One of the main points of criticism has been the public accessibility of the register, which makes the personal data of

How can you effectively prevent conflicts between shareholders and create a stable environment within the company? And if a conflict does arise, how should you set up an appropriate process to resolve it? Should shareholders handle the conflict themselves, or is it better to involve third parties?

In July, we report on corporate litigation again. This time, we have selected a decision (Case No. 27 Cdo 2745/2024) concerning a motion for an expert review of the company’s relations with its affiliates.

What rules should be set for the transferability of shares and ownership interests? In which document should these rules be included? What is the difference between the transfer and the passage of shares? How can you prevent undesirable persons from entering the company – or even taking control of i

In June, we have selected a ruling regarding the liability of executive body members (case No. 27 Cdo 2540/2024). This ruling is part of the broader framework concerning the diligence of a professional manager. 

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?

For May 2025, we shall present the Supreme Court’s decision (Case No. 27 Cdo 1753/2024), which dealt with shareholder actions. These actions are a legal institution that allows qualified shareholders to sue members of elected bodies for compensation for harm that may have been caused typically by a

How to properly establish voting rights in a company? Can each shareholder have a different number of votes, or each vote have a different weight? What are the different types of voting rights?

The ruling issued in April addresses a significant issue related to Commercial Register proceedings and the mechanism of ‘applications filed in advance’. The decision in question (Case No. 27 Cdo 1847/2024) concerned an application for the entry of changes in the Commercial Register, specifically se

What are the rights and obligations of shareholders? What is the best way to incorporate them in the constitutional document or the shareholders’ agreement?

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

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?

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

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

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

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

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.”