G34 - Mergers; Acquisitions; Restructuring; Voting; Proxy Contests; Corporate GovernanceReturn

The complex views of insolvency proceedings are unique, poorly known, interdisciplinary and multidimensional, even though there is a broad spectrum of different BM (Bankruptcy Models). Therefore, it is often prohibitively difficult to make forecasts using numerical quantifiers and traditional statistical methods. The least information-intensive trend values are used: positive, increasing, zero, constant, negative, decreasing. The solution of a trend model is a set of scenarios where X is the set of variables quantified by the trends. All possible transitions among the scenarios are generated. An oriented transitional graph has a set of scenarios as nodes and the transitions as arcs. An oriented path describes any possible future and past time behaviour of the bankruptcy system under study. The graph represents the complete list of forecasts based on trends. An eight-dimensional model serves as a case study. On the transitional graph of the case study model, decision tree heuristics are used for calculating the probabilities of the terminal scenarios and possible payoffs.

The purpose of this article is to compare laws regulating corporate groups in Germany, the United Kingdom and France in order to find the optimal model of regulation of corporate groups and then to compare the findings with the proposed Commercial Corporation Act. Generally, the difference between the concepts lies in the approach to the issue of respecting or not respecting the duty of loyalty within corporate groups. Under certain conditions, German law enables a parent company to promote interests of the whole group at the expense of a subsidiary. It creates a system of specific rules in order to comprehensively regulate such interferences of the parent company and thus to protect the subsidiary. On the other hand, British law insists on compliance with the duty of loyalty and equips minority shareholders and creditors with legal means for their protection. French law represents a compromise between these approaches as it allows promotion of interests of the whole group at the expense of a subsidiary only under strict conditions. However, if these conditions are met, it enables the parent company to promote its interests in an even broader way than German law does. It also provides minority shareholders and creditors with direct protection. In French law on corporate groups, jurisprudence plays an important role which enables a flexible response to developments in the economic sphere. Thus, on the one hand, French law enables the parent company to effectively manage the corporate group as an economic unit and, on the other hand, it provides endangered subjects with functional instruments of protection. For this reason, the French approach can be recommended. The proposed Commercial Corporation Act is inspired by the French model, which can be evaluated as positive.

Global corporations and companies with international portfolios increasingly concentrate their activities not only on the international expansion of their products or services and global diversification of their capital portfolios, but also on an effective integration in the global value chain in all areas of their activities. This article focuses on the specific analysis of strategic business alliances, which are built on the principles of cluster organization in order to obtain higher synergic effects. This analysis is based on the intensive literature review and several case studies of an organization of different clusters with various specialisations in different areas. The main objective of the analysis is to determine clearly the characterisation and taxonomy of clusters, specific reasons for establishing/running a cluster, and the main advantages and risks of these structures in the global business environment.

The description of contemporary application of Corporate Governance principles in Czech companies. The prezentation of Corporate Governance decision steps. The definition of Corporate Governance individual practices in Czech companies. Presentation of future system development of Corporate Governance in Czech companies.