scholarly journals Topical issues of digitalization in corporate law

2021 ◽  
Vol 118 ◽  
pp. 04012
Author(s):  
Elena Viktorovna Oleynik ◽  
Olga Mikhailovna Shevchenko
Keyword(s):  
Legal Status ◽  
Joint Stock Company ◽  
Financial Assets ◽  
Legal Analysis ◽  
Stock Company ◽  
Digital Currency ◽  
Legal Structure ◽  
Decentralized Autonomous Organizations ◽  
Russian Law ◽  
A Company

The purpose of the study is to analyze the provisions of the novelties of the Russian legislation on digital financial assets and digital currency. The methodological basis was the method of comparative legal analysis, using which the authors identify general patterns and features of the legal status of Russian digital joint-stock companies and decentralized autonomous organizations widely discussed in foreign literature. The results of the study were conclusions about the significant differences between the above organizations. A company issuing digital shares, under Russian law, differs from an ordinary non-public joint stock company by limiting the circulation of digital shares within the framework of a digital platform. Unlike the decentralized autonomous organization, it has legal entity and governing bodies. It was also concluded that there is a significantly greater variety of rights of holders of foreign token-shares in comparison with the rights of shareholders of Russian digital joint stock companies. The novelty of the research is contained in the results of the analysis and doctrinal interpretation of the norms of Russian federal laws concerning digital shares. So, in particular, it was established that such are recognized at the same time as securities and digital rights. Such a legal structure appears to be unnecessarily complex. According to Russian law, digital shares differ from ordinary shares in the form of certification of shareholders “rights, while no differences have been revealed in the scope of shareholders” rights.

scholarly journals Russian Legal Framework for Digital Financial Assets

2021 ◽  
pp. 3
Author(s):  
Larisa Sannikova
Keyword(s):  
Legal Status ◽  
Legal Framework ◽  
Legal Regulation ◽  
Financial Assets ◽  
Digital Currency ◽  
Monetary Authorities ◽  
Different Types ◽  
Russian Law ◽  
Legal Concepts ◽  
Russian Model

The article is devoted to the new Russian law on digital financial assets. The adoption of this law was an important step towards the formation of a legal framework for cryptoassets in Russia. Four types of legal framework models for crypto-assets around the world are identified: adaptation, fragmentary, experimental, and innovative. The Russian model of the legal framework for digital financial assets is close to an innovative model. The article analyses legal definitions of new legal concepts, such as "digital rights", "digital financial assets" and "digital currency". They represent different types of cryptoassets and are considered  property under Russian civil law. A special legal status has been established forthe exchange operator of digital financial assets and for the operator of the information system in which digital financial assets are issued.The article describes the legal requirements for such participants in the cryptomarket, which are established to protect consumers from fraud and mismanagement. Particular attention is paid to the legal regulation of the issuance and circulation of cryptocurrencies, which the law names as digital currencies. Digital currency is not recognised as a legal means of payment in Russia.It can only be issued and circulated using the Russian information infrastructure.Based on the analysis of the new law, it is concluded that the Russian monetary authorities are not interested in establishing a complete and clear legal framework for participants in the cryptomarket.Their new initiatives aim to tighten regulation of the circulation of digital financial assets, especially digital currency.  

Slovak Simple Joint Stock Company – Critical Review and Preliminary Assessment

2020 ◽  
Vol 17 (2) ◽  
pp. 205-230 ◽  
Author(s):  
Mária Patakyová ◽  
Matej Kačaljak ◽  
Barbora Grambličková ◽  
Ján Mazúr ◽  
Patrícia Dutková
Keyword(s):  
Policy Maker ◽  
Critical Review ◽  
Legal Regulation ◽  
Company Law ◽  
Joint Stock Company ◽  
Legal Analysis ◽  
Stock Company ◽  
Preliminary Assessment ◽  
Legal Form ◽  
Innovative Potential

The aim of this paper is to describe a relatively new legal form of the simple joint stock company introduced into Slovak company law in 2017 and evaluate whether it may indeed be a suitable corporate vehicle for new companies with highly innovative potential (startups), or alternatively assess whether the legal form is suitable for other legal and business use cases; and explore and identify potential issues.Moreover, this paper provides an overview and legal analysis of the legal regulation of the simple joint stock company form in comparison with other legal company forms. The attractiveness of some of the key elements of the simple joint stock company’s regulation is verified by an empirical statistical method from public databases. Additionally, the article also provides an assessment as to what extent the identified objectives of the policy maker in relation to the introduction of the new legal form were achieved.

scholarly journals How to start or be in a Union or Coperative?

2020 ◽  
pp. 34
Author(s):  
Dimitra Lazaridou ◽  
Anastasios Michailidis ◽  
Stefanos Nastis ◽  
Efstratios Loizou ◽  
Aikaterini Paltaki
Keyword(s):  
Legal Status ◽  
Business Plan ◽  
Joint Stock Company ◽  
Stock Company ◽  
Eu Member States ◽  
Minimum Capital ◽  
Cooperative Society ◽  
Minimum Number ◽  
Council Regulation ◽  
The Eu

Cooperatives in the EU Member States are subject to the provisions of the Council Regulation 1435/2003. However, cooperative legislation is different among the EU states and most countries have specific rules applicable to cooperatives. There are some steps for setting up a cooperative, which are summarized in: Identification of a common economic goal for potential members, decision about the number of members recruited, their rights and responsibilities, determination of business feasibility, development of a business plan, preparation of legal papers and implementation of the business plan. In many European countries, cooperatives can have a legal status either as a cooperative society with limited or unlimited liability, as an economic interest grouping or as a joint-stock company. Most EU Member have no mandatory provision regarding the minimum capital stock or the minimum number of members for setting up a cooperative.

scholarly journals BANKS’ SUPERVISORY BOARDS: COMPARATIVE LEGAL ANALYSIS OF THE LEGISLATION OF UKRAINE AND GERMANY

2020 ◽  
pp. 43-51
Author(s):  
Yu.I. Shvets ◽  
◽  
◽  
Keyword(s):  
Trade Unions ◽  
Supervisory Board ◽  
Legal Regulation ◽  
Joint Stock Company ◽  
Legal Analysis ◽  
Negative Consequences ◽  
Stock Company ◽  
Executive Board ◽  
Tier System ◽  
Supervisory Boards

The article is devoted to a comprehensive study of German legislation regarding the right regulation of the work of supervisory boards of joint stock companies — banks. During the writing of the article, the main legislative acts of Germany, the current version of which was published on the official website of the Federal Ministry of Justice and Consumer Protection (Bundesministeriums der Justiz und für Verbraucherschutz), were studied and analyzed, as well as scientific articles by German scientists and practitioners. Corporate legislation of Germany is compared with the legislation of Ukraine regarding the legal regulation of the activity of banks, which are joint stock companies. It is established that the banking activity should be performed by a legal entity in the form of a joint stock company. The two-tier system of governance with supervisory boards and executive boards, as well as a clear division of powers of management and control between these bodies, must be mandatory for banks. Suggestions were made on the possibility of electing not only shareholders and independent directors, but also other bank stakeholders, to the Supervisory Boards, in particular the election of employees, trade unions and, as a consequence, strengthening the influence of the labor collective on the management of the company. Emphasis is placed on the existence in German corporate law of provisions allowing the election, in certain cases, of members of the supervisory boards in court for the application of the list of persons defined by law. It is concluded that such practice is not practicable in Ukraine at this time due to the lack of speed of court proceedings and the possibility of unfair actions to influence the joint stock company on this basis. It is proposed to provide a mechanism for appealing the decisions of the Supervisory Board by the company Executive Board. The implementation of these innovations could strengthen the system of checks and balances in the management of the bank, namely to ensure mutual control of the supervisory board and the executive board of the bank, as well as to make it impossible (to prevent) the possibility of making decisions that could lead to negative consequences in the activity of the bank. There are a number of other statements and suggestions that can be used in further legislative work to improve the legal regulation of corporate governance in Ukraine.

scholarly journals DIGITAL FINANCIAL ASSETS: INTERNATIONAL APPROACHES TO REGULATION AND THEIR INFLUENCE ON RUSSIAN LAW

Banking law ◽  
2021 ◽  
Vol 1 ◽  
pp. 63-75
Author(s):  
Andrey V. Shamraev ◽  
Keyword(s):  
Russian Federation ◽  
Financial Assets ◽  
Federal Law ◽  
Digital Currency ◽  
The Russian Federation ◽  
Russian Law ◽  
The Law

This paper reviews the international approaches to regulation of digital financial assets and their influence on the Federal law of July 31, 2020 No. 259-FZ “On digital financial assets, digital currency and about modification of separate acts of the Russian Federation” (further — the Law on DFA).

scholarly journals THE DOCTRINE OF “REMOVING THE CORPORATE VEIL”: A COMPARATIVE LEGAL ANALYSIS OF THE LEGISLATION AND JUDICIAL PRACTICE OF RUSSIA AND SOME ASIAN COUNTRIES

2021 ◽  
pp. 50-55
Author(s):  
T.A. Filippova ◽  
M.V. Litskas
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
People’S Republic Of China ◽  
Legal Analysis ◽  
People's Republic Of China ◽  
Republic Of China ◽  
Judicial Practice ◽  
Joint And Several Liability ◽  
Liability Structure ◽  
A Company

In this article, the authors aimed to give a comparative legal analysis of the doctrine of “removing thecorporate veil” in the context of legislation and judicial practice of the Russian Federation and some Asiancountries (People’s Republic of China, Indian Republic). In the process of studying this problem, it wasconcluded that there are similar norms in foreign legislation with Russian ones on the prohibition of usingthe legal status of a company for the purpose of abuse of law, on the prohibition of affiliation, as well as adiscussion rule on the full joint and several liability of the sole founder of a limited liability company. Inaddition, the conclusion is made about the increasing use of this doctrine in the country of an atypical legalfamily for it — the People’s Republic of China. Based on the materials of the judicial practice of the Republicof India, an attempt has been made to classify this doctrine according to the criterion of the purpose of abuse:in the case of a limited approach, the responsibility of the controlling persons is assigned in the case of theinitially fictitious purpose of creating a legal entity, and in the case of an unlimited approach — for any unfairaction using the limited liability structure of the founder (participant) of the company for its debts.

scholarly journals Intergenerational Transfer of Family-run Enterprises by Means of Civil Law in Serbia

2021 ◽  
Vol 2 (1) ◽  
pp. 119-137
Author(s):  
Vladimir Marjanski ◽  
Attila Dudás
Keyword(s):  
Limited Liability ◽  
Joint Stock Company ◽  
Single Family ◽  
Stock Company ◽  
Limited Partnership ◽  
Natural Person ◽  
Company Limited ◽  
Legal Difficulties ◽  
A Company ◽  
A Share

Family-run enterprises are business organisations in which the reins of control are concentrated in the hands of a single family or an individual who for the enterprise aims to continue operation through successive generations of the family. In Serbia, family-run companies usually begin as an individual entrepreneurship, a form of closed company (general and limited partnership) or relatively closed company (limited liability company). The legal difficulties that arise following the death of an individual entrepreneur (natural person) differ from those following the death of a member in a company (legal entity). Companies are imbued with rights and responsibilities separate from the personal rights and responsibilities of their members. Members of a company, including the head, are not considered owners of the company’s property in legal terms. Instead, they have shares in the company, and those shares entitle them to membership (management and proprietary) rights. Thus, when a member dies, the company’s property, in whole or in part, is not subject to inheritance (although that deceased member’s share is). This differs from the situation following an individual entrepreneur’s death. The law does not recognise a natural person conducting business as an individual entrepreneur as having two legal personalities (personal and business); everything is treated as personal. Therefore, all the assets and debts of a deceased individual entrepreneur are subject to inheritance, regardless of whether or not they were accrued in the course of business. The succession of a share following a member’s death is regulated separately for each company form, and all issues not governed by the Companies Act or a company’s incorporation document are subject to the rules of Serbia’s Law of Inheritance. Inheritance rules differ greatly for a share in a personal company (general or limited partnership) and a share in a capital company (limited liability or joint-stock company). In principle, whether or not a deceased member’s rights and responsibilities can be passed through inheritance depends on the company’s form, its incorporation document, and the relevance of the heirs’ connection to the deceased and the company. The less complicated these are, the fewer the legal obstacles to inheritance.

scholarly journals General Provisions On Duties Of Company Officials In The Legislation Of Ukraine

2020 ◽  
pp. 3-10
Author(s):  
V.V. Vasylieva
Keyword(s):  
Legal Status ◽  
Conflicts Of Interest ◽  
Limited Liability ◽  
Legal Regulation ◽  
Good Faith ◽  
Joint Stock Company ◽  
Stock Company ◽  
Faith And Reason ◽  
Reasonable Degree ◽  
Negative Comments

The purpose of the article is to study the provisions of the current legislative acts of Ukraine, which regulate the legal status and duties of the company’s officials, compare the completeness and detail of the regulation of duties of officials for joint stock companies, limited liability companies and additional liability companies. The main methods of research applied by the author are analysis and comparison. The norms of the Civil and Commercial Codes of Ukraine, laws of Ukraine on JSC, LLC and ALC were investigated. The article explores the provisions of the proposed draft law on joint stock companies; proposals for improving the legal regulation of this issue are analyzed. The author explored that new law contains such general provisions on duties of the joint stock company officials: the officials must act in the interests of the company, within the powers granted to them by the charter of the company and the legislation; act in good faith and reason; act in a manner that, in their good faith, will contribute to achieving the goal of the company. Also new regulation is supposed to include a list of duties of officials such as: 1) the duty to facilitate the company’s achievement of successful results in accordance with this Law; 2) the duty to make independent decisions in accordance with this Law; 3) duty to act with a reasonable degree of diligence, professionalism and diligence in accordance with this Law; 4) duty to avoid conflicts of interest; 5) duty to refrain from accepting benefits (benefits) from third parties; 6) duty of notification about the interest in the company’s agreement. The author expressed positive comments on certain proposed changes, such as establishing a list of duties for officials of the joint stock company and determining the responsibility for these duties breaking, as well as negative comments on law drafting technique, vague concepts and providing the possibility of an exceptional approach towards responsibility for duties breach.

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