| Abstract [eng] |
The Master's thesis analyses the concept of know-how, the duty of the Head of a legal person to protect the company's know-how, as well as the ways of implementation of the know-how protection, the cases when the act would be recognised as a breach of the duty, and the responsibilities arising from the breach of such duty. This Master's thesis makes a clear distinction between the concepts of confidential information and trade secrets, which, in principle, allow a proper assessment of the definition of know-how. This Master's thesis also reveals the specific legal relationship that exists between the shareholders of a legal person and the manager of the legal person. The duties of the manager are described as fiduciary duties, i.e. to be loyal to the company, to act exclusively in the company's interest, to act honestly and reasonably, not to confuse personal and company interests, and to respect confidentiality. In addition, ways of protecting the interests of shareholders are analysed, i.e. confidentiality and non-competition agreements with the manager, as well as other options for protecting shareholders. In addition, the focus of this paper is on the implementation of the proper duty of the manager of a legal person to protect the company's know-how. It examines the manager's "internal" and "external" legal relations and the proper day-to-day management of the company. The Master's thesis also deals with the problems of the subject. The subject matter is analysed from different points in time, i.e. during and after the employment relationship. The thesis also analyses the liability that arises when the manager of a legal entity breaches his duty to protect know-how and the liability arising from such a breach under the different types of law (labour, civil and criminal). The essential distinction between civil and labour law is whether the manager is acting in an "internal" or "external" legal relationship, and from a criminal law perspective, only if all the qualifying elements are present and justice cannot be adequately served under civil or labour law. |
