The Relationship Between the Duty of Loyalty and the Non-Compete Obligation in the Context of Capital Commercial Companies

The Relationship Between the Duty of Loyalty and the Non-Compete Obligation in the Context of Capital Commercial Companies Abstract This thesis presents a detailed analysis and evaluation of two key institutions of corporate law - the duty of loyalty and the non-compete obligation - with a primary focus on capital commercial companies within the Czech and German legal frameworks. The work was inspired by the 2015 article by Jan Dědič and Jan Lasák, which highlighted the shift toward a dispositive character of the non-compete obligation introduced by the 2014 recodification of Czech private law. The thesis examines the interplay between these institutions in the context of the balance between contractual freedom in restricting the non-compete obligation and the imperative demands of responsible corporate governance arising from the duty of loyalty. The central inquiry is whether, and under what conditions, a person subject to these obligations - typically a member of an elected corporate body - may engage in competitive activities, even after a lawful narrowing of the non-compete obligation, without breaching their duty of loyalty. Utilizing analytical and comparative methodologies, the thesis systematically addresses the historical development, legal frameworks, and doctrinal interpretations of both...