scholarly journals LEGAL STATUS OF MANAGEMENT BODIES IN SHARE HOLDING COMPANIES IN FRANCE AND IN RUSSIA

2015 ◽  
Vol 1 (5) ◽  
pp. 0-0
Author(s):  
Ольга Терновая ◽  
Olga Tyernovaya
Keyword(s):  
Legal Status ◽  
Legal Framework ◽  
Legal Regulation ◽  
Joint Stock Company ◽  
Stock Company ◽  
Holding Companies ◽  
Civil Responsibility ◽  
Legal Nature ◽  
Anglo American ◽  
Corporate Legislation

The article reviews legal nature of joint stock companies’ corporate bodies in accordance with the French and Russian legislations. Despite the influence of Anglo-American approaches on the formation of the Russian corporate legislation, the author proposes to more actively take into account the positive experience of countries with the continental law as they are closer to the Russian juridical reality. In this context the author pays special attention to the French legislation on joint stock companies. The author notes two most powerful trends in the evolution of the French corporate legislation: on the one hand, these are major changes in the substantive legal framework for governance and relations between the participants and the company, and on the other hand — important changes in legal regulation over governance and relations between the company participants. Comparison of certain issues in the legal nature of joint stock companies’ corporate bodies (boards) in Russia and France allows making the conclusion that the French legislation regulates in more detail such topical issues as peculiarities of the joint stock companies’ governance models, powers of a sole executive body, basis for civil responsibility of persons who are part of corporate bodies of a joint stock company.

HISTORICAL EXPERIENCE OF LEGAL REGULATION OF JOINT-STOCK COMPANIES IN RUSSIA IN XVII–XIX CENTURIES

2021 ◽  
pp. 18-23
Author(s):  
E. I. Kerentseva ◽  
◽  
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
Legal Regulation ◽  
Joint Stock Company ◽  
Stock Company ◽  
Legal Norms ◽  
Business Entities ◽  
The Russian Empire ◽  
Corporate Legislation

The relevance of the study is caused by the development of the economic system of Russia and legal relations in the business area, as well as by the particular role of joint-stock companies as constituent entities. The retrospective analysis of Russian legislation is necessary to understand the cause-and-effect relations of legislative consolidation of legal norms, which govern the joint-stock companies' activity. The results of such an analysis can contribute to solving the problems of current lawmaking in this field. This paper presents the historical and administrative prerequisites for the establishment of joint-stock business entities in pre-revolutionary Russia. The paper considered the issue of the reception of a joint-stock form of entrepreneurship and analyzed principal legislative acts regulating the questions of defining a legal status and creating joint-stock companies. From the content of the Manifesto of January 1, 1807, the author identified the essential features of a joint-stock company, which, by their nature, correspond to those enshrined in current Russian legislation. The study considered the historical prerequisites of normative consolidation of the principle of limited liability of corporation participants. The author investigates the issues of joint-stock companies establishment and the structure of a Charter as a constituent document; focuses on the insufficient legal regulation of the joint-stock companies activity, which resulted in the increased regulatory role of Charters. The paper analyzes special aspects of normative regulation of joint-stock companies activity in the territory of the Russian Empire, for example, the established limitations. The author concludes on the absence of a clear split of various legal company types and identifies the collision in terms used in legislation to define joint-stock companies. Within the research, the author concludes the existence of continuity of current corporate legislation.

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.

Business Corporations in the New Version of the Russian Civil Code

10.12737/7244 ◽  
2014 ◽  
Vol 3 (1) ◽  
pp. 0-0
Author(s):  
Евгений Суханов ◽  
Evgeniy Sukhanov
Keyword(s):  
Russian Federation ◽  
Legal System ◽  
Legal Regulation ◽  
Civil Code ◽  
Corporate Law ◽  
Joint Stock Company ◽  
Stock Company ◽  
The Russian Federation ◽  
Anglo American ◽  
Business Entities

The reform of the Russian civil legislation is far from being completed. A new wording of Chapter 4 of the Civil Code of the Russian Federation is an important, but by no means final milestone of transformation of the civil legislation launched in the Russian Federation. The author considers reasons and legal consequences of enshrining in the legislation of companies’ classification into public and non-public, atypical versions of business entities (special-purpose company, joint-stock company of employees), identifies Russian corporate law development trends. Besides, the author demonstrates a negative influence of Anglo-American approaches to the Russian legal system, different understanding of basic legislative and doctrinal structures of the corporate law in continental and Anglo-American legal families. As a result, the author substantiates impossibility of isolated and chaotic adoption of legislative solutions from a foreign legal system built on different legal regulation principles. However, the articles makes a reservation stating that entrepreneurial corporations under Russian law should not be understood as a synonym of business entities, and the corporate law is not an element of contractual law, but a sub-branch of Russian civil law.

Studying Demand for Institutes of Corporate Governance: Legal Aspects

2003 ◽  
pp. 50-61 ◽  
Author(s):  
T. Medvedeva ◽  
A. Timofeev
Keyword(s):  
Corporate Governance ◽  
Legal Aspects ◽  
Joint Stock Company ◽  
Federal Law ◽  
Stock Company ◽  
Open Joint Stock Company ◽  
Open Joint ◽  
Market Relations ◽  
Corporate Legislation

The article analyzes legal aspects of institutes of corporate governance. Different draft laws "On Joint-Stock Companies" are considered which reflected interests of separate groups of participants of market relations. Stages of property redistribution are outlined. The advantages of the model of the open joint-stock company are formulated. Special attention is paid to the demand for legal institutes of corporate governance as well as to the process of accepting the Federal Law "On Entering Amendments to the Federal Law "On Joint-Stock Companies"" which was enacted in 2002. The article contains proposals directed at improvement of corporate legislation.

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 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 Legal status of cryptocurrency in Asian countries

2021 ◽  
Vol 66 ◽  
pp. 96-102
Author(s):  
V.M. Logoida
Keyword(s):  
Civil Rights ◽  
Government Regulation ◽  
Legal Status ◽  
Legal Regulation ◽  
Intangible Asset ◽  
Asian Countries ◽  
Legal Nature ◽  
Liberal Approach ◽  
Definition Of ◽  
Almost All

The article is devoted to the study of the experience of legal regulation of the legal status of cryptocurrencies and transactions with them in Asian countries (except for the People's Republic of China and Asian countries - members of the Commonwealth of Independent States, as the author examined them in separate publications). In the article the author, based on the study of regulations, administrative and judicial practice of all major countries in this part of the world, emphasizes the divergent trends in cryptocurrency transactions regulation in the region, when some countries move from a liberal approach to the use of cryptocurrencies to their total ban and vice versa. It is noted that almost all countries in the region give a legal assessment of the payment function of cryptocurrencies, using regulatory or prohibitive approaches, depending on the chosen policy, which indirectly confirms their understanding of the legal nature of cryptocurrencies primarily as a means of payment. At the same time, these countries not only categorically distinguish cryptocurrencies from fiat money issued by central banks, but also mostly avoid the official definition of cryptocurrency as private (decentralized) cash, preferring to qualify them as an intangible asset, virtual asset, digital asset, financial value and even a good or service, which is currently a kind of compromise between political expediency and economic realities. The author also notes that the Asian region is characterized by very active attempts to resolve the legal status of cryptocurrencies at the legislative level, and not just administrative or judicial response to the actual legal relationship, although the progress of different countries in this matter is different. As a result, the author concludes that in the Asian countries considered in the article, there is no same view on the legal nature of cryptocurrency, its qualification as an object of civil rights, and ways to regulate transactions with it (libertarian approach, positive-cryptocurrency approach but with detailed government regulation and control or a completely restrictive policy in relation to the cryptocurrency market).

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 Features of Inheritance of Cryptocurrency Assets

2021 ◽  
Vol 10 (1) ◽  
pp. 103-122
Author(s):  
Oleksandr Omelchuk ◽  
Inna Iliopol ◽  
Snizhanna Alina
Keyword(s):  
Legal Status ◽  
Legal Regulation ◽  
European Countries ◽  
Electronic Money ◽  
Applicable Law ◽  
Legal Nature ◽  
The World ◽  
Functional Features ◽  
Made In

The article analyzes the legal nature and specific of legal regulation of cryptocurrency in order to reveal the features of inheritance of cryptocurrency assets. The article aims to reveal whether it is possible to inherit cryptocurrency in terms of the existent legislation and if so, what kind of peculiarities of cryptocurrency should be considered. The financial and legal nature of cryptocurrency are described in the article. The main differences between cryptocurrency and traditional electronic money are revealed. The current legislation of Ukraine and some European countries on cryptocurrency legal status is analyzed. It is stated, that in most countries of the world, cryptocurrency is not considered to be money or currency, but rather a kind of property. It is noted, that while solving the issue of inclusion of cryptocurrency assets in the legacy, it is necessary to take into account the functional features of cryptocurrencies in general and the specifics of a particular type of cryptocurrency. Most of the benefits of cryptocurrencies for their owner (such as anonymous character) are obstacles to their inheritance according to the procedures provided by applicable law. The classification of the methods of inheritance of cryptocurrency assets is made in the article. The differences in the inheritance of cryptocurrency and tokens are revealed.

Cryptocurrency as an object of tax law: practice of political application and legal regulation

2020 ◽  
pp. 24-30
Author(s):  
Dmytro Kobylnik ◽  
Anton Burchak
Keyword(s):  
Legal Status ◽  
Value Added ◽  
Legal Regulation ◽  
Control Measures ◽  
Tax Law ◽  
Scientific Article ◽  
Main Body ◽  
Foreign Experience ◽  
Tax Legislation ◽  
Legal Nature

Problem setting. The work is devoted to the study of the legal status of cryptocurrency as an object of taxation. The legal status of cryptocurrency in legal relations between tax authorities and individuals or legal entities is an urgent problem, since there is only a small number of works on this issue. Of particular note is the study of international experience in taxation of cryptocurrency transactions, as well as an analysis of the most relevant proposals for amending national legislation in order to establish the legal status of cryptocurrency and transactions related to cryptocurrency as an object of tax legal relations. Analysis of recent researches and publications. Despite the great relevance of this topic, in the modern science of tax law there are no fundamental scientific works and studies on the problems of taxation of cryptocurrency and cryptocurrency transactions. Target of research. The purpose of the scientific article is to conduct research on the legal nature of cryptocurrency, as well as the disclosure of theoretical, practical problems and features of legal regulation of cryptocurrency and operations related to the use of cryptocurrency in modern tax law. Article’s main body. The article deals with the legal nature of transactions connected with the use of the cryptocurrency as an object of tax relations. The issues of the possibility of attributing income, as well as profits from cryptocurrency transactions to the objects of taxation of personal income tax, profit tax, and value-added tax, are disclosed in accordance with the current tax legislation. The following conclusions have been drawn: it is impossible to impose the relevant taxes on income and profits from transactions with the cryptocurrency; there is a conflict in the current legislation, according to which the proceeds from transactions with cryptocurrency may be subject to the Law ‘On Prevention and Counteraction to Legalization (Laundering) of the Proceeds from Crime or Terrorism Financing, as Well as Financing Proliferation of Weapons of Mass Destruction’ In addition, foreign experience of legal regulation of transactions with cryptocurrency in tax legislation in such economically developed countries as the USA, Great Britain, Canada, Germany, Switzerland, etc. has been analyzed. It has been established that nowadays, in world practice, there is no unambiguous approach to the tax regulation and taxation of cryptocurrency transactions. So, in some countries, the income from operations with cryptocurrency is taxable, while in others cryptocurrency transactions do not belong to objects of taxation. Conclusions and prospects for the development. As a result, the author presents her own proposals on amending the tax legislation aimed at determining the legal status of cryptocurrency transactions in tax law. The article is devoted to the legal nature of transactions related to the use of cryptocurrency as an object of tax relations. Foreign experience of taxation of operations with the cryptocurrency is analyzed. The author considers current proposals for amending the tax legislation of Ukraine, who’s the purpose of which is to determine the legal status and control measures for compliance with tax legislation in the implementation of cryptocurrency transactions in tax law.

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