Mandatory and Default Regulation in Company Law in the Czech Republic

Abstract

The distinction between mandatory and default rules is very important. If default rules are considered mandatory, this leads to a restriction of freedom. Conversely, if mandatory rules are considered default, this leads to a violation of the law and undesirable interference in the sphere of persons who should be protected by law. The article focuses on the development of the nature of company law in the Czech Republic and show the current state of discussion and case law in this area. The author concludes that the scope for private autonomy has increased considerably with the recodification of private law. This is caused not only by a more liberal regulation of companies contrary to pre-recodification, but also by the intense discussion that the new regulation has provoked. Thanks to the new legislation, the institutes of company law can be rethought. This then allows the start of a teleological interpretation of rules in searching their natures.

Keywords

• mandatory rule
• default rule
• company law
• joint representation of the managing director and the proctor officer [prokurista]