1. Partnerships and Partnership Law

2015 ◽  
Author(s):  
Geoffrey Morse
Keyword(s):  
Limited Liability ◽  
Term Relation ◽  
Basic Concepts ◽  
Definition Of ◽  
A Company

This chapter briefly defines and examines the essential principles of a partnership, highlighting the definition of a partnership as stated in the Partnership Act 1890. It also emphasizes the term ‘relation’ as given in the definition. A partnership is a relationship arising from a contract, which if established governs the rights and duties between the parties and their relationships vis-à-vis the rest of the society. Unlike a company, a partnership does not confer any limited liability on the partners. Putting all of this into consideration, the chapter analyses the basic concepts of limited liability partnerships (LLP) introduced into English and Scots law by the Limited Liability Partnerships Act 2000. The Act defines LLP as a hybrid between a company and partnership. The chapter concludes with overview of the development of partnerships, looking into the basis behind the Partnership Act of 1890, and some of the main issues that concern partnerships.

scholarly journals Impact of Social Responsibility on the Quality of Company Governance

2019 ◽  
Vol 65 (2) ◽  
pp. 21-29
Author(s):  
Ana Jurić ◽  
Aleksandra Zupanc ◽  
Tjaša Štrukelj
Keyword(s):  
Social Responsibility ◽  
Limited Liability ◽  
Added Value ◽  
Socially Responsible ◽  
Company Governance ◽  
Research Findings ◽  
Definition Of ◽  
A Company

AbstractThe central aim of the article is company governance, i.e., researching governance of a company that does not want to be only financially successful but also direct its governance toward socially responsible governance. The article begins with the definition of “theoretical backgrounds,” in which social responsibility in regard to company governance improvement in quality is explained. The article then focuses on the measurement of the quality of company governance; in the research, the selected tool chosen to evaluate the governance of the chosen company regarding social responsibility, i.e., SEECGAN index, is used. Further, the case study of a Slovenian public limited liability company is used. One of the important research findings is the recognition that the addressed part of the SEECGAN index needs to be innovated and further developed. Additional questions for the completion of the index used presents the added value of the article. This article has two limitations: 1) it focuses only on the tool chosen to evaluate the governance of the chosen company regarding social responsibility; 2) the case study is based on publicly accessible data.

scholarly journals Responsabilidad social corporativa: qué se hace y qué debe hacerse

2005 ◽  
Vol 10 (18-19) ◽  
pp. 163-175 ◽  
Author(s):  
David Solano ◽  
Keyword(s):  
Public Relations ◽  
Social Responsibility ◽  
Business Community ◽  
Clear Definition ◽  
Sustainable Improvement ◽  
Basic Concepts ◽  
Definition Of ◽  
Corporate Social ◽  
The Relationship ◽  
A Company

Corporate Social Responsibility has caught the attention of the business community worldwide because consumer and capital markets now champion or punish a company for its relationship with its environment. But this approach is still new and has several defects: it’s reactive, excessively focused on mass media, it’s not specialized, it confuses Public Relations with Social Responsibility, etc. This shows not only little knowledge of the basic concepts but also of the main reason underlying any Social Responsibility process: a sustainable improvement in the relationship with the population as a foundation for sustainable development. In order to achieve this it is necessary to have clear objectives, an clear definition of the target audience, and well designed action plans. Only then will we be able to assess the success or failure of our intervention.

scholarly journals Corporate Rights as an Object of Civil Turnover

2020 ◽  
pp. 67-76
Author(s):  
Liliana SISHCHUK
Keyword(s):  
Civil Rights ◽  
Property Rights ◽  
Limited Liability ◽  
General Meeting ◽  
Legal Form ◽  
Corporate Rights ◽  
Legal Nature ◽  
Definition Of ◽  
A Company ◽  
Authorized Capital

Sustained scientific views on the legal nature of corporate rights and their turnover have been formed in the research of famous Ukrainian scientists, in connection with which several approaches to understanding corporate rights as an object of civil turnover have been identified. It is determined that the share in the authorized capital can be considered either through the legal category of «disembodied property» or «property rights», depending on the application of a scientific approach to these concepts. It is argued that the legislation on the alienation of shares in the limited liability company, although indirectly, but determines the link between the transfer of shares in the share capital and the rights arising from it, until the conclusion of the contract on alienation of property. After all, making changes to the charter on the composition of participants and the size of their shares on the basis of the decision of the general meeting of the company is not an obligation but a right of members of the company. It is substantiated that the share in the authorized capital should be determined not through the legal category of «property law», but through the concept of «corporate rights», which are filled with property content and pass as a single negotiable object from a participant to others. In this regard, the definition of «corporate rights» should be enshrined at the level of the Civil Code of Ukraine. The concept of «corporate rights» must include the following characteristics: organizational and property nature; the possibility of transfer of corporate rights from a company participant to other persons; value character; the legal form of fixing corporate rights to determine the share in the authorized (composed) capital. This will avoid gaps that need to be filled, based on the needs of a market economy, attracting foreign investment, improving the company's financial performance and more. In addition, it necessitates the introduction of the concept of corporate rights as an independent object of civil rights that can circulate freely in the market and be competitive and attractive to acquire, given the business reputation and existence of the company. Keywords: corporate rights, share in the authorized capital, right of participation, property rights, object of civil rights, object of civil turnover.

Effectiveness of clauses restricting equity transfer in articles of association of limited liability companies using fuzzy AHP: A data analysis of related cases in China from 2010 to 20191

2021 ◽  
pp. 1-12
Author(s):  
Peng Chen ◽  
Yingzhi Nie
Keyword(s):  
Fuzzy Ahp ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Analytic Hierarchy ◽  
Legal Norms ◽  
The Past ◽  
Analytic Hierarchical Process ◽  
Closed Characteristics ◽  
A Company ◽  
External Equity

Based on the company cases published in China over the past ten years, both theoretical methods and Artificial intelligence technologies were applied to analysis cases data on the effectiveness of clauses restricting equity transfer in articles of association of limited liability companies (LLCs). With its unique characters based on shareholders and strong vitality, limited liability company (LLC), as the “evergreen tree” among the market players, is a company form adopted by many investors. Nevertheless, due to its prominent closed characteristics, equity transfer has become a bottleneck for the development of LLCs. According to this paper, it is necessary to distinguish between the effectiveness of clauses restricting internal and external equity transfer in articles of association of LLCs. Fuzzy Analytic Hierarchical Process (AHP) is utilized for which involves process of analytic hierarchy modelled with utilizing theory of fuzzy logic. Moreover, instead of being confined to the existing legal norms, the judgment standard of clauses restricting equity transfer in articles of association of LLCs should be comprehensively measured by the golden rules, i.e. “fairness”, “autonomy” and “operability”.

scholarly journals Canonical brackets of a toy model for the Hodge theory without its canonical conjugate momenta

2015 ◽  
Vol 30 (20) ◽  
pp. 1550115 ◽  
Author(s):  
D. Shukla ◽  
T. Bhanja ◽  
R. P. Malik
Keyword(s):  
Present Method ◽  
Hodge Theory ◽  
Rigid Rotor ◽  
Normal Ordering ◽  
Creation And Annihilation Operators ◽  
Basic Concepts ◽  
Definition Of ◽  
Continuous Symmetries ◽  
Internal Symmetries ◽  
Theory Lead

We consider the toy model of a rigid rotor as an example of the Hodge theory within the framework of Becchi–Rouet–Stora–Tyutin (BRST) formalism and show that the internal symmetries of this theory lead to the derivation of canonical brackets amongst the creation and annihilation operators of the dynamical variables where the definition of the canonical conjugate momenta is not required. We invoke only the spin-statistics theorem, normal ordering and basic concepts of continuous symmetries (and their generators) to derive the canonical brackets for the model of a one [Formula: see text]-dimensional (1D) rigid rotor without using the definition of the canonical conjugate momenta anywhere. Our present method of derivation of the basic brackets is conjectured to be true for a class of theories that provide a set of tractable physical examples for the Hodge theory.

Territorial capital as a company intangible

2016 ◽  
Vol 17 (1) ◽  
pp. 148-167 ◽  
Author(s):  
Mariachiara Barzotto ◽  
Giancarlo Corò ◽  
Mario Volpe
Keyword(s):  
Great Difficulty ◽  
Future Research ◽  
Manufacturing Companies ◽  
Policy Makers ◽  
Content Type ◽  
Capital Growth ◽  
Multiple Case ◽  
Definition Of ◽  
A Company

Purpose – The purpose of this paper is twofold. First, to explore to what extent being located in a territory is value-relevant for a company. Second, to understand if a company is aware of, and how it can sustain, the territorial tangible and intangible assets present in the economic area in which it is located. Design/methodology/approach – The study presents an empirical multiple case-study, investigating ten mid-/large-sized Italian companies in manufacturing sectors. Findings – The results indicate that the sampled manufacturing companies are intertwined with the environment in which they are embedded, both in their home country and in host ones. The domestic territorial capital has provided, and still provides, enterprises with workers endowed with the necessary technical skills that they can have great difficulty in finding in other places. In turn, companies support territorial capital generation through their activities. Research limitations/implications – To increase the generalisability of the results, future research should expand the sample and examine firms based in different countries and sectors. Practical implications – Implications for policy makers: developing effective initiatives to support and guide a sustainable territorial capital growth. Implications for managers and investors: improving managerial and investors’ decisions by disclosing a complete picture of the enterprise, also outside the firm boundaries. Originality/value – The study contributes to intangibles/intellectual capital literature by shedding light on the importance of including territorial capital in a company’s report to improve the definition of the firm’s value. Accounting of the territorial capital would increase the awareness of the socio-economic environment value in which companies are located and its use.

THE CONCEPT AS THE OBJECT OF STUDY OF LINGUISTICS

2020 ◽  
Vol 72 (2) ◽  
pp. 236-242
Author(s):  
K. Galiyeva ◽  
◽  
S. Isakova ◽  
Keyword(s):  
Cognitive Linguistics ◽  
Point Of View ◽  
Subject Areas ◽  
The Subject ◽  
Basic Concepts ◽  
Points Of View ◽  
Definition Of ◽  
Object Of Study ◽  
Linguistic Phenomenon ◽  
Scientific Fields

The article is devoted to the definition of concept in modern linguistics. Various points of view and definitions of the basic concepts are considered: "concept", "conceptual sphere", "content". The aim of the article is to describe and explain such a complex unit as a concept from the point of view of linguistics. The object of research is studied in its various manifestations, the combination of verbal and nonverbal means of information expression in the conceptual sphere is revealed. the relevance of this topic is due to the need for a detailed consideration of the concept of concept based on the works of prominent scientists and linguists. Researchers treat the concept as a cognitive, psycholinguistic, linguocultural, cultural and linguistic phenomenon. The concept is an umbrella term because it "covers" the subject areas of several scientific fields: primarily cognitive psychology and cognitive linguistics.

BASIC CONCEPTS OF YEVHEN MALANIUK’S NATIONAL-PHILOSOPHICAL INTERPRETATION: ESEISTIC DISCOURSE

2021 ◽  
Author(s):  
Petro Ivanyshyn ◽  
Keyword(s):  
Theory And Practice ◽  
Philosophical Interpretation ◽  
National Science ◽  
Basic Concepts ◽  
Post Colonialism ◽  
Definition Of ◽  
National Approach ◽  
The Way

The purpose of the research is to outline the structure of the main methodological ideas within the frames of interpretive thinking in the essay of the famous Vistnyk’s writer, critic and essayist Yevhen Malaniuk. Considering the purpose and tasks of the studio, an interdisciplinary methodological base, related to the author’s “national approach”, has been worked out. The epistemological potential of national philosophy as a philosophy of national existence, national science as a theory of nation, hermeneutics as a theory and practice of interpretation and post-colonialism as interpretation of cultural phenomena from the standpoint of anti- and post-imperial consciousness are used in the work. The scientific novelty is that on the basis of the previous hermeneutic generalization and definition of national-existential methodology, a propaedeutic outlining of the structure of national-philosophical concepts within the frames of the essayistic interpretation of reality in Ye. Malaniuk is proposed. In the methodological sense, the writer’s essayism is structured by such concepts as nation-centrism, idealism, voluntarism, heroism, and can be considered as one of the variants (close by the experiences of D. Dontsov, Yu. Lypa, M. Mukhyn, etc.) of the Vistnyk’s national-philosophical (national-existential, nationalistic or nation-centric) hermeneutics, that is, the way of understanding, which the author by himself outlined as a “national approach”. The support of Ye. Malaniuk as a culture-philosopher and exegete on the eternal nation-centric values and criteria in his essayistic studies makes his reflections not only historically interesting, but also theoretically productive, classically important for the development of modern Ukrainian hermeneutics and humanities in general.

scholarly journals Legal status of the company's share in own authorized capital under the Law of Ukraine “On limited and additional liability companies”: problems of legal regulation

2021 ◽  
Vol 11/1 (-) ◽  
pp. 31-36
Author(s):  
Volodymyr TSIUPRYK
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
General Meeting ◽  
Legal Regulation ◽  
Legal Nature ◽  
The Law ◽  
The Right ◽  
A Company ◽  
Authorized Capital ◽  
A Share

Introduction. Nowadays, the issue of determining the legal status of the company's share in the own authorized capital of LLC and TDV has become quite acute, as evidenced by the adoption on July 28, 2021 by the Commercial Court of Cassation in Case № 904/1112/20, in which the Court established a new approach legal nature of such a phenomenon and expressed his own position on the understanding of the legislation concerning the legal status of the share of LLC and TDV in its own authorized capital. Given that a limited liability company is the most popular type of legal entity that is chosen to conduct business in Ukraine, the analysis of this issue is relevant. Some scientific value for the development of the transfer of the participant's share are the works of individual authors devoted to the study of the legal nature of the share in the authorized capital but the problems arising around the legal status of the company. in their own authorized capital in these works were only mentioned along with others, but did not receive a detailed separate study. The purpose of the paper is to analyze the normative regulation of the legal status of the company's share in the own authorized capital of LLCs and ALCs, identification of shortcomings in their legal regulation and implementation, as well as the search for ways to eliminate them. Results. One of the most relevant decisions concerning the subject of this article is the Judgment of the Commercial Court of Cassation in case № 904/1112/20 of July 28, 2021. The court in this case found that the votes attributable to the share belonging to the company itself are not taken into account when determining the results of voting at the general meeting of participants on any issues. However, Ukrainian legislation does not contain any direct norms that would prohibit the exercise of the right to manage a company in relation to itself on the basis of a share in its own authorized capital. That is why the company cannot be a participant in relation to itself, although they seem logical, but do not have sufficient regulatory support, and therefore do not allow to be firmly convinced of their compliance with the law. In view of this, it can be stated that there is a significant gap in the national legislation on this issue, which, in our opinion, the Court failed to “fill” with this decision in the case. Conclusion. In the Ukrainian legislation at the level of the Law of Ukraine “On Limited and Additional Liability Companies” Article 25 defines the possibility for a company to acquire a share in its own authorized capital. However, the regulation of the legal status of such a share cannot be called sufficient, due to which in practice there are certain problems in the implementation of the provisions of the legislation concerning the share of the company in its own authorized capital. The solution of these legal problems is necessary to ensure the highest quality and clarity of the law, as well as to form case law with common approaches to understanding a single rule.

scholarly journals BUSINESS JUDGEMENT RULE SEBAGAI PERLINDUNGAN HUKUM BAGI DIREKSI PERSEROAN DALAM MELAKUKAN TRANSAKSI BISNIS

2016 ◽  
Vol 1 (1) ◽  
Author(s):  
Muhammad Gary Gagarin Akbar
Keyword(s):  
Board Of Directors ◽  
Legal Protection ◽  
Limited Liability ◽  
Business Decisions ◽  
Business Decision ◽  
Applicable Law ◽  
Business Judgment Rule ◽  
Company Directors ◽  
The Board Of Directors ◽  
Definition Of

ABSTRAK Direksi mempunyai peran yang sangat vital bagi perseroan. Direksi ibarat nyawa bagi perseroan, tidak mungkin suatu perseroan tanpa adanya direksi. Direksi bertugas sebagai perwakilan perseroan dalam menjalankan perseroan. Dalam prakteknya, direksi sering kali dirugikan akibat keputusan bisnis yang diambilnya. Hal ini diakibatkan oleh belum adanya harmonisasi undang-undang mengenai definisi keuangan negara sehingga memungkinkan direksi dikenakan tindak pidana korupsi jika direksi dalam mengambil keputusan bisnis menimbulkan kerugian bagi perseroan. Jika direksi dalam mengambil suatu keputusan tidak mendapatkan perlindungan hukum maka direksi menjadi takut untuk mengadakan transaksi bisnis. Karena itu dalam hal ini sangat dibutuhkan doktrin Business Judgement Rule sebagai perlindungan hukum bagi direksi dalam melakukan transaksi bisnis agar mereka bisa menjalankan tugasnya dengan maksimal. Selain itu, jika direksi membuat keputusan bisnis yang menimbulkan kerugian untuk perseroan dikarenakan ultra vires atau melampaui kewenangan yang telah ditentukan dalam anggaran dasar atau peraturan perundang-undangan yang berlaku, maka direksi tersebut tidak bisa dilindungi oleh doktrin Business Judgement Rule. Dalam hal direksi melakukan tindakan ultra vires, maka direksi tersebut dapat dikenakan Pasal 97 ayat (3) UUPT, pasal ini menyatakan bahwa setiap anggota direksi bertanggung jawab penuh sampai pada harta pribadi apabila direksi tersebut melakukan kesalahan atau kelalaian yang mengakibatkan perseroan mengalami kerugian, kemudian direksi BUMN juga dapat dikenakan Pasal 1365 mengenai perbuatan melawan hukum yang mengakibatkan kerugian pada orang lain, maka harus membayar ganti rugi kepada pihak yang dirugikan. Kata Kunci: Direksi, BUMN, Business Judgement Rule ABSTRACT Directors have a very important role for company. Directors like soul of the company, impossible a company without directors. Directors served as representative of the company in running the company. In practice, directors are often adversely affected business decision taken. This is caused by the absence of harmonization of legislation on the definition of state finances so as to enable the directors subject to corruption if the directors in making business decisions result in losses for the company. If the directors in taking a decision not to get legal protection, the directors be afraid to conduct business transactions. Therefore in this case is necessary doctrine of Business Judgment Rule as legal protection for directors in the transaction of business so that they can carry out their duties to the fullest. In addition, if directors make business decisions causing losses to the company due to the ultra vires or beyond the authority specified in the statutes or regulations applicable law, the directors can not be protected by the doctrine of the Business Judgment Rule. In the event that the directors act ultra vires, the directors may be subject to Article 97 paragraph (3) of legislation limited liability company, this article states that each member of the board of directors fully responsible to the personal property if the directors of wrongdoing or negligence which resulted in the company at a disadvantage, then the board of directors SOE also be subject to Article 1365 of the unlawful act that caused financial losses to others, it must pay compensation to the injured party. Keywords : Directors, State Owned Enterprises, Business Judgement Rule (BJR)

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