Osoby oprávněné k výkonu práv spojených s akcií a majetková práva akcionářů

Section 155 (1) of the Commercial Code defines a share as a security with attached shareholder’s rights which he is entitled to exercise in relation to the company. The shareholder is considered not only as the owner of the share – the scripture act incorporating subjective rights – but also as a member of the public limited company. Consequently, the identification of the shareholder is essential for ascertaining who enjoys the rights, or who is subject to obligations, attached to the share. The answer to this question varies according to the nature and the form of the share. In the case of a certified bearer share, the shareholder is the person who holds the certificate representing the share. In the case of an uncertified bearer share the shareholder is the person on whose account the respective share is entered in the Securities Register or another juridical person’s register (s. 70a of the Securities Act). A share certificate made out to a name is, according to s. 156 (5) of the Commercial Code and s. 3 (3) of the Securities Act, an order instrument. Its owner is the person specified in the share certificate or the person in whose favour a sequence of valid endorsements testifies. Finally the owner of a registered share is the person on whose account the appropriate registered share is entered in the Securities Register or another juridical person’s register. There are exceptions – allowed deliberately and sometimes unintentionally by the Commercial Code – to the above mentioned principle of the shareholder being the person entitled to exercise the rights and subject to obligations attached to the share. They are especially the following cases: As a result of imprecise wording in s. 156 (3) of the Commercial Code a person entitled to rights attached to the registered share can be the person who no longer owns the security but is still on the list of shareholders kept under s. 156 (2) of the Commercial Code. According to new provisions in the Commercial Law (amended by Act No. 142/1992 Coll.) the right attached to an uncertified security can be claimed against the company by a person entered in the appropriate register by the so-called decisive day even though there was a transfer of the share effected after this day. Section 156a provides for the right of a person who is not a holder of the share to claim specified rights against the company. These so-called separately transferable rights can be transferred by a contract for assignment of a claim, or these rights can be separated from the share through a separate entry in the appropriate register of uncertified shares, or by way of issue of a separate share. There is another group of cases where the shareholder is not entitled to exercise the rights attached to the share. These are determined by a set of provisions preventing the shareholder from exercising properly his rights against the company. This interference in the shareholder’s sovereignty in his position of a public limited company member can be justified by the protection of the minority shareholders (ss. 161d [1] and 161f [1] of the Commercial Code) or by the sanction for the shareholder’s non-performance of the obligations set by law (s. 176 [5], s. 186b [2], s. 209 [2], s. 213a [2], s. 213b [4], s. 213c [4] of the Commercial Code). If a subscriber has not paid the full issue price of the subscribed share prior to the company’s entry into the Commercial Register, the company shall issue to such subscriber the so-called interim certificate in lieu of all shares not fully paid by the subscriber. The interim certificate holder is entitled to exercise against the company all the rights which would otherwise be attached to the shares replaced by the interim certificate. The last group of restricting provisions includes those provisions of the Commercial Code which limit the shareholder in the exercise of only one of his rights, namely the right to vote at a general meeting. No other person is entitled to claim the same rights against the company. The shareholder’s deprivation of his right otherwise attached to the share is based on s. 186c (2) (a–f) and s. 159 (3) of the Commercial Code. In the theory of business law, the rights attached to a share can be divided into the so-called community rights and property rights. One of the basic property rights is the right to a proportion of the company’s profits regulated by s. 178 of the Commercial Code. Under the subsection 1 of this section, the shareholder’s right to a dividend arises once the general meeting has decided, taking into account the economic results, about the distribution of the profits among the shareholders. Under the profit a positive financial result achieved in the past accounting period is understood. It is not only this profit defined in the above way that is intended for distribution; the company can also distribute the retained profits from previous years as well as other funds, in their entirety, created from profits which the company may use as it sees fit. At the same time s. 178 (2), (6) and (7) sets out a number of restricting criteria for the general meeting to decide to pay out the dividend. The right to a proportion of the company profits is one of the separately transferable rights as stipulated by s. 156a (2) of the Commercial Code.