Czech Republic: Corporations Act

Alessandro PasutSpecial regulations for new joint-stock companies. The Corporations Act provides for special requirements concerning the acquisition of assets for consideration exceeding 10% of the registered capital of a joint-stock company from its founders and shareholders for two years after it was incorporated or became a joint-stock company.
The consideration for the transferred assets may not exceed the value determined by an expert and the acquisition, together with the consideration amount must be approved by the general meeting. Under the new provisions the board of directors (not the court, as at present) will appoint an expert.
The failure to disclose a conflict of interest is always considered a breach of due managerial care by the representative. General provisions of the new Civil Code will apply if a representative breaches general conflict of interest rules. The corporation may claim such actions are invalid in the general limitation period, i.e. within three years of learning of the conflict of interest, but no later than ten years after the contract was made.

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