scholarly journals “Dead Souls” in the Activities of a Joint-Stock Company: The Legal Nature and Legal Consequences

Legal Concept ◽  
2021 ◽  
pp. 143-149
Author(s):  
Elmira Baibekova ◽  
Daniil Ivanov
Keyword(s):  
Personal Data ◽  
Joint Stock Company ◽  
Stock Company ◽  
Scientific Cognition ◽  
Advantages And Disadvantages ◽  
Legal Nature ◽  
Dead Souls ◽  
Legal Consequences

Introduction: in the paper, the authors highlight the problems of having “dead souls” or “lost” shareholders in a joint-stock company. The ways of their solution are analyzed. The purpose is to consider the advantages and disadvantages of “dead souls” in a joint-stock company. The question is raised about the need to modernize the legislation to solve this problem. Using the methods of scientific cognition, the authors analyzed the legal essence and legal consequences of the presence of “dead souls” (deceased shareholders) in the activities of joint-stock companies in order to identify the areas for improving the legislation in the field of regulating “dead souls” in a joint-stock company. Results: currently, joint-stock companies have difficulties with missing participants in the register, referred to as “dead souls”. This may cause significant losses to the joint-stock company and negatively affect the continuation of its activities. Conclusions: the majority of joint-stock companies that have previously fulfilled the obligation to maintain their own register do not now have the ability to control the personal data of shareholders and their participants. As a result, in this country, most joint-stock companies have difficulties with the presence of a general quorum at the general meetings of shareholders (50% + 1 share).

scholarly journals Shareholders’ Lawsuit in Georgian Legislation and Case Law

2021 ◽  
Vol 17 (20) ◽  
pp. 1
Author(s):  
Khatuna Jinoria
Keyword(s):  
Case Law ◽  
Joint Stock Company ◽  
Legal Institution ◽  
Minority Shareholders ◽  
Stock Company ◽  
Legal Nature ◽  
The Right ◽  
Legal Mechanism

Obtaining shares in a joint stock company grants the owner important rights and imposes several obligations on them. In the list of shareholders’ rights, one of the most important subjects is the right to sue the shareholder’s lawsuit. The right to bring in front of courts certain aspects of company-related activities is the legal mechanism of protecting the shareholders other rights. Shareholders’ lawsuit plays an important role in the protection of minority shareholders. Shareholders’ lawsuit also includes two types of legal actions: direct lawsuit and derivative lawsuit. Georgian case law is not very advanced in this area. When shareholders bring matters in front of courts, the number of precedents adhered to is rare. As for the derivative lawsuit, the relative novelty of this legal institution in Georgian legislation causes the lack of deeper understanding. Georgian doctrine does not provide thorough analysis of legal nature and divergence of shareholders’ lawsuits when it comes to case law. As mentioned above, it is quite scarce.

scholarly journals THE ESSENCE AND IMPROVEMENT OF THE DIVIDEND POLICY FOR JOINT STOCK COMPANIES

2021 ◽  
Author(s):  
Iurii Tararuiev ◽  
Keyword(s):  
Dividend Policy ◽  
Gradual Increase ◽  
Joint Stock Company ◽  
Enterprise Development ◽  
Practical Application ◽  
Minority Shareholders ◽  
Stock Company ◽  
Aggressive Approach ◽  
Advantages And Disadvantages ◽  
Dividend Payments

The paper is concerning the problems of forming a dividend policy of joint-stock companies. Also established that the lack of dividend policy leads to a decrease in business reputation and investment attractiveness of joint-stock companies, which negatively affects to the development of that ones. The comparing of variants to define conception of dividend policy of joint-stock company is presented in the paper. As a result, dividend policy of joint-stock company is defined in the paper as a complex of approaches to optimize the size of dividends for various shareholders' groups in order to comply with their property interests, taking into account the financial capabilities and priority objectives of a joint-stock company. Also, the main approaches and basic types of dividend policy realizing is analyzed in the paper with advantages and disadvantages of their practical application. The main alternatives concerning dividend policy are determined in the paper: the growth of investments and accelerated enterprise development with deterioration of the reputation among minority shareholders, or limiting investments with increasing dividends, which leads to improving the reputation and increasing the value of company. In addition, the methodical recommendations for improving the dividend policy of joint-stock companies are substantiated with the improving of current methods of calculating the value of dividends. It is established that the most optimal is dividend policy, which takes into account the relation between financial results and dividend payments of joint-stock company. Particular attention is paid to the substantiation of methods for calculating the value of dividends and allowances, the factor of payment and the and rate of dividends growth. The practical application of the results is important in the case of choosing an aggressive approach to realize dividend policy of joint-stock companies. Thus, the successful application of the recommendations described in the article will provide a gradual increase in business reputation and investment attractiveness of joint-stock companies.

scholarly journals The Features of Capital Management in Joint Stock Companies

2021 ◽  
Vol 2 (517) ◽  
pp. 266-273
Author(s):  
O. V. Kvasha ◽  
Keyword(s):  
Financial Stability ◽  
Theoretical Aspect ◽  
Joint Stock Company ◽  
Capital Management ◽  
Stock Company ◽  
Advantages And Disadvantages ◽  
Managerial Decisions ◽  
Economic Entity ◽  
Definition Of ◽  
Classical Economic

The article is concerned with studying of the features of capital management in joint stock companies. The concept of joint stock capital as an economic category is considered. The approaches to determining the essence of the concept of «joint stock capital» are analyzed. The system of management of joint stock capital of enterprise is presented, it is determined that the process of joint stock capital management is an aggregate of methods, forms and instruments for attracting funds from various sources in accordance with the needs of the development of the joint stock company. The formula for assessing the market value of enterprise is considered. The process of formation of equity of the enterprise is analyzed; the advantages and disadvantages of the types of sources of this type of funding are described. The peculiarities of attracting borrowed capital are studied and the influence of this method on the financial stability of the joint-stock company is described. The peculiarities of joint stock capital management on the example of PJSC «Motor Sich» have been characterized and conclusions have been drawn on optimizing the policy of capital management in joint stock companies. On the basis of the research of the theoretical aspect of the essence of the joint stock capital it is determined that the system of capital management in a joint stock company is characterized by interdependence and consistency of various subsystems and elements upon which depends the efficiency of functioning of the whole system, and, accordingly, the final result of effective capital management of the joint-stock company. Prospects for further research in this direction are the definition of new interdependences between the elements that influence the adoption of managerial decisions in the management of joint stock capital. Further development of the theory of joint stock capital management in the context of behavioral economics can lead up to the replacement of classical economic models of behavior of the economic entity and up to the creation of a new mechanism for managing the joint stock capital of the enterprise.

APPLICATION OF DIGITAL TECHNOLOGIES IN THE OIL AND GAS INDUSTRY

2020 ◽  
Vol 2 (11) ◽  
pp. 16-29
Author(s):  
V. V. EROKHIN ◽  
Keyword(s):  
Oil And Gas ◽  
Digital Technologies ◽  
Oil And Gas Industry ◽  
Joint Stock Company ◽  
Stock Company ◽  
Gas Industry ◽  
Advantages And Disadvantages ◽  
Oil And Gas Companies ◽  
Oil Company

The article presents practical aspects of using digital technologies in practice by various oil and gas companies. The advantages and disadvantages of certain digitalization technologies are considered, digital solutions are proposed that can be applied to Public Joint Stock Company Rosneft Oil Company (the Company). It has been determined that there are a number of digital technologies that have the potential to reduce costs and increase the efficiency of Company.

scholarly journals Development of German and Russian Corporate Law in the Hostile Take- over Environment

2019 ◽  
pp. 44-52
Author(s):  
E. К. Zotova
Keyword(s):  
Function Analysis ◽  
Supervisory Board ◽  
Joint Stock Company ◽  
Stock Company ◽  
Hostile Takeovers ◽  
Legal Doctrine ◽  
Advantages And Disadvantages ◽  
The Board Of Directors ◽  
Speculative Behavior ◽  
The Impact

Introduction. Speculative behavior is common for modern stock markets. It leads to corporate short-termism and therefore has negative systemic implications for the states’ economies. In an attempt to mitigate this trend, the German lawmaker developed national legislation aiming, inter alia, to provide company management with additional powers it could potentially use to prevent hostile takeovers. This experience needs to be critically studied in terms of both German and Russian doctrine and legal practice.Materials and methods. This paper uses the following general and specifc scientifc methods: structure-function analysis, comparative law method, Aristotelian method, statistical method, historical method, systemic method and hermeneutic method.Results of the research. Reacting towards a number of transactions affecting the German corporate landscape, the German legislature developed the Law on Acquisition of Securities and Change of Corporate Control. This Law contains protectionist provisions potentially entitling the board of directors of a joint-stock company to undertake measures to prevent hostile takeovers either subject to consent of the supervisory board or in cases where it is authorized to do so according to the corporate charter. Nevertheless, the impact these powers have in practice is very limited, which can be mostly attributed to practical considerations of the German judiciary and legislature.Discussion and conclusions. The article contains analysis of the German and Russian legal doctrine and court practice pertaining to joint-stock companies, as well as the scope of authorities of their management, analysis of the basic advantages and disadvantages of the German regulatory approach, conclusions as to applicability of the German approach in Russia.

scholarly journals Uchwały zarządu i rady nadzorczej spółki akcyjnej w procedurze podwyższenia kapitału zakładowego w granicach kapitału docelowego

2018 ◽  
pp. 77-93
Author(s):  
Maksymilian Saczywko
Keyword(s):  
Supervisory Board ◽  
Joint Stock Company ◽  
Stock Company ◽  
Share Capital ◽  
Management Board ◽  
Legal Nature ◽  
Limited Company ◽  
Different Types ◽  
Polish Law

The paper focuses on resolutions adopted by the management board and the supervisory board of a joint-stock company to increase the share capital of a public limited company within its authorised capital. The author outlines the origin and nature of the authorised capital, the content and form of the abovementioned resolutions, their legal nature and different types of possible defects in them. Challenging defective resolutions is particularly important in practice. That matter is not regulated explicitly in Polish law. The possible solutions available under Italian and Spanish regulations that are presented indicate that the challenging of defective resolutions of the management board and the supervisory board in capital commercial companies, particularly those adopted in connection with authorised capital, should also be regulated in Poland.

scholarly journals Arbitration agreement and intercompany disputes

2018 ◽  
pp. 7-46
Author(s):  
Mirko Vasiljević
Keyword(s):  
Contract Law ◽  
Company Law ◽  
Joint Stock Company ◽  
Stock Company ◽  
Freedom Of Choice ◽  
Exclusive Jurisdiction ◽  
Consumer Law ◽  
Closed Type ◽  
Legal Nature ◽  
Rules And Exceptions

The affirmation of resolution through arbitration of commercial disputes in the field of contract law, both at national levels (as an undisputable trend of varying degrees) as well as at the international level, has raised the issue of the possibility of resolving intercompany disputes in this manner, in order to extend the freedom of will of investors from the domain of establishing companies to include the domain of the freedom of choice of a forum for resolving possible disputes arising from numerous legal relations of this kind. However, unlike contracts, with the primacy of free will compared to limitations (the relation of rules and exceptions), the sphere of intercompany relations, although basically contractual by its origin, has, in its functioning, an emphasized need to resolve the conflict of contract and company law in order to make the arbitrability of these disputes realistically possible, while on the other hand, compared to the contract law, the sphere of company law is always more in the focus of attention of national public orders, as a universal institute (regardless of its scope), which represents an obstacle to arbitrability of these disputes. In this paper, the author first analyses the legal nature of the constituent acts of companies (the founding act and statute of a joint stock company) in the context of an arbitration agreement, on which the arbitrability of intercompany disputes can solely be based, finding that their contractual nature is a serious obstacle to mandatory arbitrations of these disputes (if these acts with this clause are adopted by majority of votes), and that the theory of adhesion contracts could be a solution to encourage arbitrability, but only for closed type of companies, while this would not be possible in the case of a public joint stock company, especially in the case of non-professional shareholders because of the need to additionally protect them through consumer law. The author continues by analysing the notion of intercompany disputes and systems of possible objective arbitrability (ratione materiae) of these disputes, finding that the Serbian arbitration law and company law, especially with regard to the possible restrictive concept of „exclusive jurisdiction of commercial courts“ for these disputes, has at least serious reasons for changes in favour of strengthening their arbitrability, with certain necessary individual exclusions in case of the dominance of public order interest. Finally, the author also analyses certain aspects of multiparty nature of the intercompany disputes, especially regarding public joint stock companies, as possible procedural obstacles to their resolution through arbitration, even in cases of their possibly undisputable objective arbitrability.

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.

LEGAL REGULATION OF CONVENING AND CONDUCTING REMOTE GENERAL MEETINGS OF JOINT STOCK COMPANY

2017 ◽  
Author(s):  
Anastasiia Diadiuk ◽  
Keyword(s):  
Hybrid Methods ◽  
General Meeting ◽  
Legal Regulation ◽  
System Control ◽  
Joint Stock Company ◽  
Stock Company ◽  
Corporate Rights ◽  
Advantages And Disadvantages ◽  
The Face ◽  
The One

The article is devoted to the issue of legal regulation of the convening and holding of the general meeting of the joint-stock company in a remote manner (hereinafter referred to as - GMJSC). Corporate enterprises are interested in holding a remote GMJSC. A remote GMJSC, on the one hand, would not require the physical presence of participants (their representatives), and on the other - would guarantee the compliance of their interests and corporate rights during the meeting. The personal appearance of the participants has been established as the imperative method of conducting GMJSC. Absentee voting (polls) has limited application and therefore is not an alternative to the face-toface manner. The remote form of GMJSC introduced at the time of the pandemic provides a complicated and lengthy process. The main advantage of it is the depository system control over GMJSC. The restrictions imposed by the national regulator and the lack of convenience for shareholders deprive the company of the opportunity to use the remote method of conducting the CJSC. The experience of countries belonging to different legal systems has been compared. The advantages and disadvantages of «virtual (electronic)» or «hybrid» methods of remote meeting have been investigated. The bill, which proposes to enshrine in national legislation the concepts of «electronic general meeting» and «electronic voting» has been analyzed. It has been substantiated the need for further development of the normative procedure for remotely conducting GMJSC (on-line), both in emergencies and permanently of the company's decision.

scholarly journals Solutions for upgrading gasoline products to comply with Euro V specifications in Dung Quat refinery

2020 ◽  
Vol 10 ◽  
pp. 49-59
Author(s):  
Le Hong Nguyen ◽  
Tran Vinh Loc ◽  
Nguyen Thanh Sang ◽  
Dang Thi Tuyet Mai ◽  
Luu Thi Anh Trinh
Keyword(s):  
Product Quality ◽  
Oil And Gas ◽  
Oil And Gas Industry ◽  
Development Trend ◽  
Joint Stock Company ◽  
Detailed Calculation ◽  
Stock Company ◽  
Macroeconomic Policies ◽  
Gas Industry ◽  
Advantages And Disadvantages

Dung Quat refinery is under the management of Binh Son Refining and Petrochemical Joint Stock Company (BSR). Currently, Dung Quat refinery is facing opportunities and challenges from macroeconomic policies as well as the development trend of the oil and gas industry including the issue of improving product quality, enhancing operational efficiency and competitiveness to be able to survive and develop in a new situation. In this article, the authors suggest solutions to upgrade Dung Quat refinery gasoline products to satisfy more stringent standards and environmental regulations. Standards here mean the Euro V standards set out in the EN 228:2008 applicable to gasoline/petrol respectively. Solutions proposed to overcome problems relate to benzene, sulfur and olefin content in BSR gasoline products. The article proposes two basic solutions to upgrade the gasoline product quality of Dung Quat refinery with some preliminary estimates. Each solution has its own advantages and disadvantages. Depending on specific situations, the more suitable one will be selected. Detailed calculation will be performed if the product quality upgrading project is implemented.

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