Enforcement

2019 ◽  
pp. 669-720
Author(s):  
Carsten Gerner-Beuerle ◽  
Michael Schillig
Keyword(s):  
Final Section ◽  
Practical Importance ◽  
Civil Law ◽  
Public Law ◽  
Private Enforcement ◽  
Minority Shareholders ◽  
Public Enforcement ◽  
Great Practical Importance ◽  
Enforcement Mechanisms ◽  
A Company

This chapter explores whether the lower level of investor protection that some commentators associate with the civil law can be explained with deficiencies in the enforcement mechanisms that investors, and in particular minority shareholders, have at their disposal. It starts with a discussion of the so-called ‘contracwetualisation of responsibility’. It then analyses how the claims that a company has against its own directors can be enforced, in particular, by minority shareholders. The last part of the chapter gives an overview of substitute enforcement mechanisms for the minority shareholder lawsuit that are of great practical importance in some jurisdictions. In contrast to litigation by the company (acting through its authorized organ or minority shareholders), these substitute mechanisms are predominantly of a public law nature. Thus, this final section will illustrate how some legal systems have a preference for public enforcement, while others rely extensively on private enforcement.

Breach of the Mandatory Bid Rule: Minority Shareholders’ Protection in the Public vs. Private Enforcement Debate

2020 ◽  
Vol 17 (6) ◽  
pp. 726-759
Author(s):  
Peter Agstner ◽  
Davide Marchesini Mascheroni
Keyword(s):  
Case Law ◽  
Private Enforcement ◽  
Minority Shareholders ◽  
Public Enforcement ◽  
The Public ◽  
Mandatory Bid ◽  
Mandatory Bid Rule ◽  
Pros And Cons ◽  
Enforcement Mechanisms ◽  
Acting In Concert

The mandatory takeover bid has been broadly investigated in the literature. The economics of such control acquisition and the pros and cons of the mandatory bid rule are nowadays well-established. Uncertainty still reigns with respect to the fundamental question whether private law remedies are available to minority shareholders in the case of a breach of the duty to make a takeover bid. Statutory law across Member States is essentially silent on this matter, and at a supranational level the CJEU’s case law does not offer valid precedents. European policymakers rely on public enforcement mechanisms, while an action for damages against the bidder is not made available or only reluctantly accepted by the courts. Italy is an outlier, allowing today – after the consolidation of the principles expressed in the leading case Fondiaria-SAI – the recourse to private enforcement remedies. This article shows that, for the purpose of good functioning and competitiveness of capital markets, private enforcement plays an important role against violations of the mandatory bid rules. Thus, public enforcement, which often proved to be ineffective or bypassed especially in cases of acting in concert, should be complemented by the recognition of civil liability of the bidder for breach of the duty to launch a takeover bid. Furthermore, the legal regime of such liability is outlined, thereby investigating the (contractual or tortious) nature of the bidder’s liability and the operativeness of such a regime (e. g., amount of damages, application of compensatio lucro cum damno rule).

Enforcement

2021 ◽  
pp. 237-258
Author(s):  
Eva Micheler
Keyword(s):  
Public Law ◽  
Third Parties ◽  
Normal Process ◽  
Minority Shareholders ◽  
Public Enforcement ◽  
Private And Public ◽  
The Law

This chapter studies the rules governing the enforcement of the duties imposed on directors, distinguishing between private and public enforcement. Directors owe their duties to the company and so the company is responsible for enforcing these duties. The law prefers such litigation decisions to be taken by the company through its normal process. The courts only interfere if that process cannot be made to work independently of the wrong-doers. It is unlikely for a derivative claim to succeed against the wishes of an independent majority and so it is right to observe that the shareholders are the main focus of the law. But here too the law is more nuanced and integrates the interests of minority shareholders and creditors. The duties of the directors are also enforced through the means of public law. The chapter then shows that public law sanctions particularly attach in relation to duties that enhance the interest of third parties interacting with the company. This leads to the conclusion that these interests are at least formally better protected than those of the shareholders.

scholarly journals Civil Mechanism Preventing and Resolving a Conflict of Interest in the Russian Private Law

2021 ◽  
Vol 17 (1) ◽  
Author(s):  
Yury Alexandrovich Svirin ◽  
Anatoly Aleksandrovich Vlasov ◽  
Vladislav Petrovich Sorokin ◽  
Marina Andreevna Simanova ◽  
Catherina Aleksandrovna Kukhturskaya
Keyword(s):  
Conflict Of Interest ◽  
Civil Law ◽  
Public Law ◽  
Private Law ◽  
Minority Shareholders ◽  
Legal Concept ◽  
Individual Property ◽  
Legal Studies ◽  
Systemic Analysis ◽  
Legal Mechanism

The article studies the legal mechanism preventing and resolving a conflict of interest in civil law. The Russian public law pays much attention to the prevention of competitive interests but there are still no studies on a conflict of interest in private law. The authors have written this article to consider the relevant legal studies and draw their conclusions. Methods: The authors used the methods of comparative and systemic analysis, synthesis and scientific research to examine such a legal concept as a "conflict of interest in private law". The study aims at analyzing the category of competitive interests in relation to private law, determining its prerequisites, reasons and possible solutions. The authors have concluded that a conflict of interest often causes corporate conflicts among parties involved in corporate relations. Moreover, this type of conflicts arises due to the realization of individual property interests and the possibility of one person to influence the other, for example, a conflict between majority and minority shareholders.

Cross-Border Transaction Avoidance

2018 ◽  
Author(s):  
Rebecca Parry
Keyword(s):  
Practical Importance ◽  
Great Practical Importance ◽  
Cross Border ◽  
Insolvency Proceedings ◽  
Rescue Procedures ◽  
A Company ◽  
Administration Procedure

Significant differences in format and underlying policies may be noted in transaction avoidance provisions worldwide; indeed varying avoidance provisions are only one aspect of the lack of uniformity in the world’s insolvency laws. These differences may assume great practical importance in the insolvencies of companies or individuals with dealings in more than one country. The insolvency laws of more than one jurisdiction may be invoked: for example, a company may be wound up in more than one country, or enter into concurrent rescue procedures, such as a British administration procedure and a US Chapter 11 procedure. In addition, litigation arising out of the insolvency proceedings may be pursued in more than one country. Recourse to the laws of an overseas jurisdiction may occasionally be had where the laws of the country in which the winding up is being conducted are inadequate to deal with the issues that have arisen.

ANALYSIS OF THE PROBLEMS OF THE IMPLEMENTATION OF STATE CONTRACTS FOR STATE DEFENSE ORDERS

2020 ◽  
Vol 2 (5) ◽  
pp. 89-92
Author(s):  
S.V. DOROZHINSKY ◽  
Keyword(s):  
Civil Law ◽  
Public Law ◽  
Similar System ◽  
Contractual Relations ◽  
State Defense

The article discusses the prospects of building a contract system in Russia in the field of state defense orders in the broadest sense – as a system of civil law contractual relations with direct and indirect participation of public law entities; building a model of a similar system, including its legal support.

The Efficiency of Private Enforcement of Public Law Claims in Estonia

2016 ◽  
Author(s):  
Indrek Saar ◽  
Kerly Randlane ◽  
Maret GGldenkoh ◽  
Uno Silberg ◽  
TTnis Elling
Keyword(s):  
Public Law ◽  
Private Enforcement

Speech influence in advertising texts

2020 ◽  
Vol 45 (4) ◽  
pp. 106-114
Author(s):  
Y. Kim ◽  
◽  
А. Yermekbayeva ◽  
Keyword(s):  
Practical Importance ◽  
Russian Language ◽  
Main Body ◽  
Structural Elements ◽  
School Teachers ◽  
High Quality ◽  
Great Practical Importance ◽  
Advertising Message ◽  
Potential Consumer ◽  
The Russian Language

This work is devoted to the speech impact of advertising texts, in other words, the language of advertising, the purpose of which is to attract the attention of a potential consumer by making the message as memorable and unusual as possible, lively and catchy, colorful and attractive to a potential listener / buyer. The significance of the work lies in the fact that the author, in the process of analyzing the basic structural elements of the advertising message (slogan and main body), determines the main speech techniques for the influence of advertising texts: expressive means, including metaphors, epithets metonymy, speech turns, paths, various grammatical forms and other forms of influence: nominative, one-part, verb sentences, comparative and superlative adjectives, rhymes, imperative verbs, adverbs, lexical repetition. On specific examples of advertising slogans, evidence is given that the above speech means contribute to increased demand for the advertised product or service. During the study, the author confirms the hypothesis put forward at the beginning of the study: if you skillfully use speech exposure, i.e. to choose words whose harmonious combination lays in the subconscious of a person the information transmitted to him by the manufacturer through high-quality advertising, then such an advertising text can become the key to the success of trade. The work is of great practical importance: the material presented in it can be used by students to improve the culture of speech, improve stylistically differentiated speech, as well as school teachers as methodological material in the Russian language when studying the section «Vocabulary», «Stylistics».

Blood calcium for eczema

1935 ◽  
Vol 31 (6) ◽  
pp. 726-734
Author(s):  
N. N. Yasnitsky ◽  
Ts. D. Elina
Keyword(s):  
Practical Importance ◽  
Experimental Studies ◽  
Controversial Issue ◽  
Scientific Interest ◽  
Blood Calcium ◽  
Great Practical Importance

One of the urgent problems of modern dermatology, which are of deep scientific interest and are of extremely great practical importance, is the complex and controversial issue of the etiology of eczema. However, despite the colossal literature, despite a number of detailed experimental studies, the main and deep contradictions of representatives of the main dermatological schools on the nature of eczema remain unresolved.

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