Creditors Protection in Enterprise Transfer

The enterprise transfer under the Czech law includes a general statutory debts transfer, which is compensated by special statutory instruments for creditors protection. The aim of the thesis is to precisely identify the transfer of obligations, including exceptions, to assess the impact on the position of creditors and the sufficiency of statutory protection, to identify the regime of an enterprise transfer in the case of claims governed by foreign law, and to propose specific con-tractual solutions to address the risks of the contracting parties and to bring a proposal for legislative changes. I found that the regime for the obligations transfer is not clear and shows numerous deviations from the basic rule for the enterprise transfer, including a possibility to partially deviate from the scope of the statutory debt transfer. At the same time, the Czech enterprise transfer regime does not sufficiently address the position of creditors of non-transferring debts. The empirical analysis shows that in judicial practice, a special statutory guarantee (appertaining only to the creditors of non-transferring receivables) is a more success-ful instrument than special voidability in enterprise transfer. This is one of the reasons, why I assume that the voidability should serve not only to creditors of transferring receivables, but also to creditors of non-transferring receivables. Another finding concerned strong uncertain-ties while different applicable law governing the enterprise transfer and the transferring receiv-ables should be applied; in such a case the international jurisdiction of the court and the lex fori seem to play an important role here. In the course of the work, I have identified various risks for the contracting parties arising from the debt transfer and application of the creditors’ pro-tection instruments and proposed contractual solutions to address them. The thesis also in-cludes proposals for legislative changes.