Přeshraniční fúze v Evropské unii – právní a účetní aspekty se zaměřením na ČR a Kypr

The main goal of the dissertation was to describe and review cross-border mergers realised between Cyprus and Czech companies during the years 2012 - 2014. Subsequently, on the basis of this analysis to identify weaknesses in the implementation of cross-border transformations and point out the differences in the Czech and Cyprus legal, accounting and tax regulation. The introduction part is contrasting legal and accounting perspective of cross-border mergers. While cross-border mergers are strictly regulated by law in both jurisdictions, from an accounting point of view I have identified some of the risks that could disrupt the "true and fair view". In particular, determination of decisive day, revaluation and increase the share capital of the acquiring company during the process of the reorganization. Cyprus standards clearly state that mergers and cross-border merger, which remains completely identical ownership structure is simply a manifestation of the legal reorganization of the assets of the companies involved and thus not permissible revaluation of assets to the acquiring company. Czech legislation contains this view partly in relation to the merger of the parent and a 100% subsidiary.The second part briefly recapitulates already known complicated areas of cross-border regulation in the Czech Republic, especially in the determination of the decisive date and revaluations in the process of mergers. It is the basis for a comparative analysis of the Cyprus legislation.The third part of dissertation is concentrated to a detailed description of mergers in Cyprus. It covers the overall process of cross-border mergers from a legal point of view. The contribution is a description of the documentation that must be sequentially prepared and the final approval process under the Cyprus law. From an accounting perspective, the work once again pays particular attention to the decisive date, revaluation and financial statements. Due to the popularity of the Cyprus tax system at the text there are also tax rules affecting the obligations in the process of cross-border mergers as well as a general description of the advantages of the Cyprus tax system. It is important to mention that the tax office in Cyprus plays in the process of cross-border mergers significant role, because as the last step this authority must approve the tax validity of whole process and issue a certificate of compliance with all tax requirements. Significant contribution of this thesis is to compare Cyprus and Czech legislation and draw some recommendations for mentioned countries.The main objective of the thesis meets in the fourth chapter, which firstly notice the total number of cross-border mergers realized in the EU with Cyprus companies involved and then ranked Czech Republic into the third place in the imaginary yarrow with the number of 12 cases. Mentioned 12 cases are analysed from the perspective of the available documentation, published and actually identified reasons of cross-border mergers, seat of the successor company, legal forms, time of realization. Also very important is the accounting point of view, namely the method of determination of the decisive date, revaluation and preparation of financial statements. Each case study is specific and findings are used for the final comparative analysis. A common feature of all the case studies is the fact that from the legal point of view it is a merger, but economically we are talking about reorganization of the companies, where the ownership structure remains unchanged.The fifth and final chapter summarizes the findings and important facts identified in the case studies and summarise them to the final conclusions. Comparison of the published reasons and the real ones identified during the research only indicates an effort to optimize the activities of the company and use more favourable foreign jurisdictions regime.At the final conclusion the thesis summarizes the fundamental differences in the legal, accounting and taxation regulation of cross-border mergers in the Czech Republic and Cyprus, followed by evaluation and recommendations on the application of changes in legislation.