A Real Entity Theory of Company Law

2021 ◽  
pp. 1-36
Author(s):  
Eva Micheler
Keyword(s):  
Agency Theory ◽  
The State ◽  
Company Law ◽  
Social Phenomenon ◽  
Human Beings ◽  
Autonomous Action ◽  
Entity Theory ◽  
The Third ◽  
Real Entity ◽  
The Law

This chapter provides an overview of a real entity theory of company law. It begins by exploring three main theories of the company. The first theory explains the company as a contract; it forms the basis on which agency theory builds. The second theory conceives the company as a concession of the state, while the third theory characterizes the company as a real entity. The chapter then looks at a modern version of real entity theory and its application to company law. According to real entity theory, organizations or firms are social phenomenon outside of the law and they are autonomous actors in their own right. This occurs because human beings change their behaviour when they act as members of a group or an organization. Company law finds this phenomenon and evolves with a view to supporting autonomous action by organizations.

Company Law

2021 ◽  
Author(s):  
Eva Micheler
Keyword(s):  
Decision Making ◽  
Company Law ◽  
Social Phenomenon ◽  
Organizational Decision Making ◽  
Legal Entity ◽  
Entity Theory ◽  
Real Entity ◽  
Organizational Action ◽  
The Law ◽  
A Company

This book advances a real entity theory of company law. In this theory the company is a legal entity allowing an organization to act autonomously in law, and company law establishes procedures facilitating autonomous organizational decision-making. The theory builds on the insight that organizations or firms are a social phenomenon outside of the law and that they are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. The real entity theory advanced in this book explains company law as it stands at a positive level. Companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organizational action. The law also integrates the interests of creditors and stakeholders. The book states the law as of 1 August 2021.

Corporate Actions

2021 ◽  
pp. 77-102
Author(s):  
Eva Micheler
Keyword(s):  
Criminal Liability ◽  
Company Law ◽  
Entity Theory ◽  
Real Entity ◽  
The Law ◽  
Corporate Actions ◽  
Human Actors ◽  
Corporate Criminal Liability

This chapter evaluates the rules that determine the attribution of the actions of human actors to companies. These contain elements that demonstrate that company law is designed for the operation of organizations and that therefore a real entity theory is best suited to explain the law as it stands, and also to formulate normative recommendations. Indeed, conceiving companies as serving real entities helps to explain the approach taken by the law in relation to corporate criminal liability. Companies are actors whose acts are sometimes determined by their shareholders and directors. But they do not fully control what companies do. Companies act autonomously through habits and procedures that have formed between the individuals who act for and contribute to them. These procedures cause companies to become independent of their individual actors and can lead to blameworthy conduct.

Conclusions

2021 ◽  
pp. 263-266
Author(s):  
Eva Micheler
Keyword(s):  
Social Structure ◽  
Company Law ◽  
Human Beings ◽  
Entity Theory ◽  
Individual Agency ◽  
The Social ◽  
Real Entity ◽  
Organizational Action ◽  
A Company ◽  
Over Time

This concluding chapter summarizes how the previous chapters explained company law through a real entity theory. According to this theory, the law does not create organizations but finds them as a real social phenomenon. When human beings interact, habits, routines, processes, and procedures form. These affect the way participants of an organization act and so are real in their consequences. Organizations are characterized by this social structure. There also exists individual agency, which enables participants to deviate from the social structure and over time also to modify it. At a positive level, company law can be explained as making it easier for organizations to act autonomously and also as supplying a decision-making process that assigns roles to directors, shareholders, auditors, and a company secretary. Not all organizations are companies and not every company operates as an organization. Company law is nevertheless designed with a view to facilitating autonomous organizational action.

The Doctrinal Basis of The Rights of Company Shareholders

1998 ◽  
Vol 57 (3) ◽  
pp. 554-588 ◽  
Author(s):  
Ross Grantham
Keyword(s):  
Political Power ◽  
The State ◽  
Company Law ◽  
Corporate Form ◽  
Moral Force ◽  
The Law ◽  
Normative Implications

THE concept of ownership is a complex, powerful and controversial idea. In law it explains, justifies and gives moral force to a host of rights and duties as well as serving to legitimate the allocation of wealth and privilege. The influence of this idea is, furthermore, everywhere embodied in the law. In company law, legal and economic conceptions have both rested on and have been shaped by the normative implications of ownership. Historically, ownership was the principal explanation and justification for the central role of shareholders in corporate affairs. As owners, shareholders were entitled to control the management of the company and to the exclusive benefit of the company's activities. Ownership also served to legitimate the corporate form itself. So long as it was owned by individuals the economic and political power of the company was both benign and a bulwark against the intrusion of the state.

The Judicial Council of the State of New York; Its Objectives, Methods, and Accomnlishments. I

1941 ◽  
Vol 35 (5) ◽  
pp. 933-940
Author(s):  
Leonard S. Saxe
Keyword(s):  
New York ◽  
New York State ◽  
The State ◽  
York State ◽  
The Third ◽  
The Law ◽  
Substantive Law

The Judicial Council and Its Objectives. My assignment is to implement Professor Sunderland's brilliant primer on judicial councils by a more specific presentation utilizing the experiences of the New York State Judicial Council. Of the three elements that enter into a consideration of the judicial branch of government, the first—the substantive law, the law of rights and duties—is not within the province of the judicial council either in New York or elsewhere. The second element—the machinery of justice—is the principal field of the judicial council. If the council does its work well in that field, attention cannot fail to be focused upon the third and most important element—also part of a judicial council's problems—the judicial personnel.

Definition and content of the right to freedom of conscience

2021 ◽  
Vol 66 (05) ◽  
pp. 145-148
Author(s):  
Ниджат Рафаэль оглу Джафаров ◽  
Keyword(s):  
Human Rights ◽  
Human Behavior ◽  
The State ◽  
Human Beings ◽  
Freedom Of Conscience ◽  
Key Words Human ◽  
The People ◽  
The Law ◽  
The Right

It can be accepted that the classification of human rights, its division, types, and groups, is of particular importance. The syllogism for human rights can be taken as follows: law belongs to man; human beings are the highest beings on earth like living beings. Therefore, the regulation prevails. The right to freedom is conditional. Man is free. Consequently, human rights are dependent. Morality is the limit of the law. Morality is the limit and content of human actions. Therefore, the law is the limit of human activities. Morality is related to law. Law is the norm of human behavior. Thereby, human behavior and direction are related to morality. The people create the state. The state has the right. Therefore, the right of the state is the right of the people. The state is an institution made up of citizens. Citizens have the privilege. Such blessings as Dignity, honor, conscience, zeal, honor, etc., and values are a part of morality and spiritual life. Morality is united with law. Therefore, moral values are part of the law. Everyone has the right to freedom of thought and conscience. Space is about the law. Therefore, everyone has the right to opinion and conscience. Key words: human rights, freedom of conscience, conceptuality, citizenship

scholarly journals AL-IJARAH AL-MUNTAHIYAH BI AL-TAMLIK (IMBT) DALAM PERSPEKTIF ANATOMI KONTRAK BISNIS

ALQALAM ◽  
2009 ◽  
Vol 26 (2) ◽  
pp. 193
Author(s):  
Jaih Mubarok
Keyword(s):  
Financial Institutions ◽  
Financial Institution ◽  
The State ◽  
Point Of View ◽  
Third Party ◽  
Business Unit ◽  
The Third ◽  
Arbitration Board ◽  
The Law ◽  
The Third Party

AI-Ijarah al-Muntahiyyah bi al-Tamlik (IMBT) is conceptually almost the same as leasing which is conducted by world financial institutions, including those of in Indonesia. IMBT is a service product of syari'a financial institution which is transparant and is able to involve the third party whenever it is necessary. In the context of Indonesia, economic syari'a is culturally designed and run by the Coumil of Indonesian Ulama (MUI). In order to regulate the bussiness in the syari'a system, MUI forms the Council of National Syari'a (DSN) issuing the fatwas; in order to give monitoring, DSN places The Board ef Syari'a Controller (DPS) in every business unit which uses syari'a system; in order to solve the syari'a business disputation, MUI forms the Arbitration Board of National Syari'a (Basyarnas). Moreover, The State has structurally accomodated the system of syari'a business in law and regulation. Therefore, The openess characteristics (the principle of free based contract) which is also practiced in the contract of IMBT is restricted by the law and regulation and considered appropriate in syari'a point of view based on DSN-MUI fatwas.

Russian Society and the Three Decades of National Parliamentarism

2018 ◽  
Vol 42 ◽  
pp. 38-49
Author(s):  
Alexey V. Makarkin
Keyword(s):  
Public Opinion ◽  
Family Health ◽  
The State ◽  
The Political ◽  
Russian Society ◽  
Social Phenomenon ◽  
Russian People ◽  
The Law ◽  
State Of Affairs ◽  
Vladimir Putin

The Russian Parliament is often considered to be an unpopular authority, though on closer examination it becomes evident that the situation is more complicated than it could seem at first glance. The popularity of State Duma during the presidency of Vladimir Putin is really inferior to the popularity of the President, still the attitude to the State Duma as the instrument of power depends greatly on the actual political state of affairs and the state of public opinion, and has changed in different times. At the same time the reaction of the society to the lawmaking process may be of more fundamental character. The conservative style of behavior of the Russian people in recent years has substantially changed their attitude to the law, and can be viewed as an important new factor of public opinion. We could speak about such social phenomenon as “new conservatism” that is more related to the style of life than to the political choice, when this style is targeted to the “normality” demonstrated in the concern for the personal and family health and welfare, and respect for the law, even if the law is not perfect, as the necessary tool for the defense of the citizen’s interests. Such conservatism favors the growth of the “Yedinaya Rossia” (“United Russia”) party rating, but doesn’t exclude the possibility of those conservatives voting for non-conservative parties, depending on the sympathies and current political challenges.

ANALISIS YURIDIS PENETAPAN WALI BADAN YG NGAWAS OLEH BHP DALAM RANGKA MELINDUNGI WEWENANG KEPERDATAAN ANAK (CONTOH PUTUSAN NOMOR: 0014/PDT.P/2015/PA.MN).

2019 ◽  
Vol 1 (2) ◽  
pp. 902
Author(s):  
Rhenal Cokronegoro ◽  
Mulati .
Keyword(s):  
The State ◽  
Human Beings ◽  
Rights Of The Child ◽  
The Law ◽  
The Right ◽  
The Guardian

Children are gifts from God Almighty that we must guard and that we must protect, because children are also human beings who have rights and dignity as human beings. One of the rights of the child is the right to enjoy the wealth of his parents, including inheritance. Many children whose parents experience problems, such as divorce or one or both parents die. In order for a child to do a legal act, he needs a guardian in carrying out legal actions. Guardians here have a function to represent all children's needs in carrying out legal actions. In guardianship, there is a guardian’s overseer whose function is to oversee the guardian in terms of managing the assets of the child, in this case is the Heritage Hall. The Heritage Hall has two functions, namely as guardians of supervisors in charge of guarding guardians, as well as temporary guardians. The problem here is that the Heritage Hall is not cared for by the community, so not all guardianship verdicts use the trustees in it. whereas the Law clearly stipulates that the Heritage Hall must be the trustee in every trusteeship order ordered in the State of Indonesia.

LEGAL PROTECTION RELATED TO THE DENSITY RIGHTS IN TERMS OF REWARDED IN CORRECTIONAL INSTITUTION

2018 ◽  
Vol 5 (2) ◽  
pp. 175
Author(s):  
Lily Faradina ◽  
Kadek Wiwik Indrayanti
Keyword(s):  
Human Rights ◽  
Legal Protection ◽  
The State ◽  
Correctional Institution ◽  
Human Beings ◽  
The People ◽  
The Law ◽  
The Right ◽  
Work Done

The rights of prisoners have been explicitly regulated in Act No.12 of 1995 on Corrections. The law therein outlines 13 (thirteen) rights reserved for a prisoner while in a Penitentiary. The right to get a wage or premium for the work done is a right that is often neglected in practice in the correctional institution located in our country. This happens because of the stigma of the people who still tend to assume that a prisoner is a party that deserves to be treated arbitrarily because of the crime he has committed. It is this kind of thinking that ultimately also affects officials or prison officers who end up treating incendiary people like humans who are unfit to accept the rights that have been provided by the state. Many inmates are employed in penitentiaries who are not paid for by their employers. If this continues to be done then the purpose of punishment will actually violate human rights inherent in the Prisoners as human beings. However, prisoners must also be protected by their rights as human beings.

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