Publication details
Omezení převoditelnosti dluhopisů souhlasem emitenta... a právní následky jeho porušení
| Title in English | Limitation of the Transferability of Bonds with the Consent of the Issuer and the Legal Consequences of its Violation |
|---|---|
| Authors | |
| Year of publication | 2024 |
| Type | Article in Periodical |
| Magazine / Source | Časopis pro pravní vědu a praxi |
| MU Faculty or unit | |
| Citation | |
| Web | odkaz na stránky Časopisu pro právní vědu a praxi |
| Doi | http://dx.doi.org/10.5817/CPVP2024-2-4 |
| Keywords | Bond; Limitation of Transferability; Consent of the Issuer; Negative Pledge; Terms of Issue; Assignment of a Claim. |
| Attached files | |
| Description | The aim of this contribution is to find answers to questions related to the admissibility of limiting the transferability of bonds with the consent of the issuer, which was triggered by the Supreme Court’s judgment issued on 27. 4. 2023, sp. zn. 27 ICdo 30/2022. Based on the fact, that a bond as a debt security incorporates a claim, the Supreme Court applied the legal regulation of the prohibition of cesses to the question of the admissibility of limiting the transferability of bonds (§ 1881 of the Civil Code). With regard to the consequences of violating this restriction, the ineffectiveness of the transfer was subsequently argued. For the reasons discussed in more detail in this contribution, the first part of the decision, based on the thesis of equating a claim from a bond to a claim not embodied in a security (assignment of a claim), is particularly problematic. In addition to the analysis of questionable passages of the judgment, the contribution will also focus on outlining alternative considerations regarding the adjudicated question. General (rather theoretically tuned) consideration of the permissibility of limiting the right of disposition to bonds will be supplemented by a more practical interpretation of the legally approved modalities of such a limitation. The third discussion area will be devoted to issues related to the legal consequences of violating transferability restrictions. |