scholarly journals Corporate governance vs. crisis of company

2012 ◽  
Vol 49 (No. 6) ◽  
pp. 275-277
Author(s):  
P. Moulis
Keyword(s):  
Control Mechanism ◽  
Supervisory Board ◽  
Effective Control ◽  
General Assembly ◽  
Joint Stock Company ◽  
Control Mechanisms ◽  
Natural Control ◽  
Stock Company ◽  
Legal Rules ◽  
The Common

There is a lot of available investigations in the area of company crisis reasons problems nowadays. These inquiries were summarised into the indicators of company crisis reasons. The development and level of these indicators is not possible to consider to be company crisis reasons but above all to be its manifestation. The veritable reason of crisis is the absence of effective control mechanisms in the company, especially of the “natural” control mechanisms. The natural control mechanism means such as rises from the substance of joint stock companies (respectively legal rules of joint stock company). There is a presumption of control activities interaction among the General Assembly, Supervisory Board and Board. Control mechanisms work on the common economic principles’ base in this sense and it means that the owner is considered to be the primary managing element and the management acts as the derivative managing element. The assumption of effective economic principles functioning is the existence of standard variable of these relations i. e. the existence of relevant interests.

scholarly journals GROUNDS FOR THE INVALIDATION OF THE RULINGS OF THE JOINT-STOCK COMPANY SUPERVISORY BOARDS IN THE LIGHT OF THE RECENT CASES OF THE SUPREME COURT

2021 ◽  
pp. 53-60
Author(s):  
A. V. Smitiukh ◽  
V. S. Veremchuk
Keyword(s):  
Supreme Court ◽  
Supervisory Board ◽  
Case Law ◽  
Third Parties ◽  
Recent Case ◽  
Joint Stock Company ◽  
Stock Company ◽  
Legal Rules ◽  
The Supreme Court ◽  
Supervisory Boards

The article presents the results of a study of the recent case law of the Supreme Court’s Economic Court of Cassation as for the grounds for invalidating the rulings of the joint-stock companies’ supervisory boards. Since the law does not define such grounds, the Supreme Court’s practice on this matter is crucial. It is concluded that the rulings of the joint-stock companies’ supervisory boards may be invalidated if there is a violation of the rights and legal interests of shareholders of the joint-stock company as well third parties. The specific grounds for the invalidation are highlighted in the article: excess of the powers by the supervisory board; the incompetence of its composition; failure to notify a shareholder on the appointment of a meeting of the supervisory board; lack of a quorum at a meeting of the supervisory board; other non-compliance with the requirements of legal rules governing the procedure for convening a meeting of the supervisory board and making decisions, if the aforesaid violation entailed the adoption of an incorrect act; violation by the ruling of the supervisory board of the rights and legal interests of shareholders or third parties. The authors propose to provide the above grounds for invalidation of the supervisory board’s ruling by the legislation. Also the ruling of the joint-stock company’s supervisory board made online (if the members of the board are outside the location of the company and the signing of the ruling does not take place on the day of the meeting is not a ground for invalidation of such a ruling.

scholarly journals LEGAL REGULATION OF THE PORT OF TALLINN

2020 ◽  
Vol 6 (72) (2) ◽  
pp. 20-30
Author(s):  
B. V. Zmerzlu
Keyword(s):  
Supervisory Board ◽  
Legal Regulation ◽  
Board Members ◽  
Joint Stock Company ◽  
Current Version ◽  
Stock Company ◽  
Sea Transport ◽  
Management Board ◽  
Rules Of Procedure ◽  
The Law

The article States that the organization of activities and management of commercial ports in Estonia is organized on the basis of the law on ports and the law on commercial sea transport in the current version. The port of Tallinn received its modern legal organization in 2018 with the formation of the corresponding joint-stock company and registration on the Nasdaq Tallinn exchange on June 13, 2018. the Basic regulations governing the system of its higher management are the «Regulations on the Association of Aktiaselts Tallinn Sadam» and «Rules of procedure of the Supervisory Board of Aktiaselts Tallinn Sadam». In them set out the procedure for possession and use of the stock of this company, Supervisory Board, management Board and other bodies working on permanent and temporary foundations; requirements for Board members.

scholarly journals «Merger and acquisition»: monopolization of electro technical market in Russia at the beginning of the XX century

2021 ◽  
Vol 17 (3) ◽  
pp. 209-226
Author(s):  
Alexandr А. Bessolitsyn
Keyword(s):  
Merger And Acquisition ◽  
Joint Stock Company ◽  
Stock Company ◽  
Central State ◽  
Country House ◽  
Historical Archive ◽  
Russian State ◽  
Petersburg Region ◽  
The Common ◽  
Economic Modernization

Introduction. The problem of monopolization of the electric and technical market in Russia becomes the most important one during the economic modernization at the edge of XIX–XX centuries when the branches of foreign electric and technical companies are converted into Russian joint stock companies. “Electric illumination company of 1886” becomes the largest company on this market at the beginning of the XX century. Materials and Methods. The article is devoted to the research of the policy of “Electric illumination company of 1886” aimed at the acquisition of the “Shuvalov electric illumination company in Petersburg region” of the largest electro technical company – Joint stock company “Shuvalov electro technical illumination in Petersburg region” established for the purpose of illumination of country-house plots and houses in the suburb of St. Petersburg (Shuvalovo, Ozerki and Pargolovo) at the beginning of the XX century, which is based on the analysis of the archive materials contained in the Russian State Historical Archive (RSHA) and Central State Historical Archive of St. Petersburg (CSHA SPb.). Results of the Research. Using the example of the activity of such electro technical companies the author reveals the mechanism of “merger and acquisition” of minor joint stock companies by large monopolists who used different methods of pressure on the shareholders and management of the companies. Discussion and Conclusion. In this competitor environment, minor joint stock companies did not have a chance to remain independent even in the case of a fair court decision. The situation of “merger and acquisition” was actually profitable mostly for the companies’ management and for the leading shareholders who, in this case, received regular dividends, but the common customers had to pay according to the prices set forth by monopolies.

scholarly journals BANKS’ SUPERVISORY BOARDS: COMPARATIVE LEGAL ANALYSIS OF THE LEGISLATION OF UKRAINE AND GERMANY

2020 ◽  
pp. 43-51
Author(s):  
Yu.I. Shvets ◽  
◽  
◽  
Keyword(s):  
Trade Unions ◽  
Supervisory Board ◽  
Legal Regulation ◽  
Joint Stock Company ◽  
Legal Analysis ◽  
Negative Consequences ◽  
Stock Company ◽  
Executive Board ◽  
Tier System ◽  
Supervisory Boards

The article is devoted to a comprehensive study of German legislation regarding the right regulation of the work of supervisory boards of joint stock companies — banks. During the writing of the article, the main legislative acts of Germany, the current version of which was published on the official website of the Federal Ministry of Justice and Consumer Protection (Bundesministeriums der Justiz und für Verbraucherschutz), were studied and analyzed, as well as scientific articles by German scientists and practitioners. Corporate legislation of Germany is compared with the legislation of Ukraine regarding the legal regulation of the activity of banks, which are joint stock companies. It is established that the banking activity should be performed by a legal entity in the form of a joint stock company. The two-tier system of governance with supervisory boards and executive boards, as well as a clear division of powers of management and control between these bodies, must be mandatory for banks. Suggestions were made on the possibility of electing not only shareholders and independent directors, but also other bank stakeholders, to the Supervisory Boards, in particular the election of employees, trade unions and, as a consequence, strengthening the influence of the labor collective on the management of the company. Emphasis is placed on the existence in German corporate law of provisions allowing the election, in certain cases, of members of the supervisory boards in court for the application of the list of persons defined by law. It is concluded that such practice is not practicable in Ukraine at this time due to the lack of speed of court proceedings and the possibility of unfair actions to influence the joint stock company on this basis. It is proposed to provide a mechanism for appealing the decisions of the Supervisory Board by the company Executive Board. The implementation of these innovations could strengthen the system of checks and balances in the management of the bank, namely to ensure mutual control of the supervisory board and the executive board of the bank, as well as to make it impossible (to prevent) the possibility of making decisions that could lead to negative consequences in the activity of the bank. There are a number of other statements and suggestions that can be used in further legislative work to improve the legal regulation of corporate governance in Ukraine.

scholarly journals Odpowiedzialność członków rady nadzorczej spółki akcyjnej za prawidłowość sprawozdań finansowych spółki

2018 ◽  
Vol 112 ◽  
pp. 103-116
Author(s):  
Eligiusz Jerzy Krześniak
Keyword(s):  
Supervisory Board ◽  
Joint Stock Company ◽  
Stock Company ◽  
Literal Interpretation ◽  
Supervisory Boards ◽  
Polish Law ◽  
Polish Code

RESPONSIBILITY OF MEMBERS OF THE SUPERVISORY BOARD OF A JOINT-STOCK COMPANY FOR THE CORRECTNESS OF THE COMPANY’S FINANCIAL STATEMENTSDirective 2006/46/EC aims to clamp down on the manipulation of data contained in the annual accounts. While this regulation was implemented in Polish law, no account was taken of the need to adapt it to the Polish regulations already in force that arise under the Polish Code of Commercial Partnerships and Companies. Some of the provisions of the Directive were transposed into Polish law according to the “cut + paste” formula, failing to take into consideration the specificity of the Directive and the Directive as a whole. Consequently, the interpretation of relevant national provisions may potentially lead to the conclusion that members of the supervisory board of a joint-stock company are to be held jointly and severally liable together with the manager of the company for ensuring that the content of the annual accounts accurately reflect the reality. In the author’s opinion, such a conclusion would be too far-reaching. The analysis shows that as it concerns the scope and principles of liability of members of supervisory boards related to the annual accounts, there are arguments for adopting a less restrictive than solely literal interpretation of Article 4a of the Accounting Act. As a result, in the author’s view, it is impossible to attribute responsibility to a member of the supervisory board of a joint-stock company for errors or misstatements in the annual accounts as long as he exercised due care and diligence in performing his duties and in particular assured together with other members of the board that the process of drafting and publication of the annual accounts proceeded smoothly and was carried out properly.

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 Modeling of interaction between shareholders and control bodies

2021 ◽  
Vol 12 (1) ◽  
pp. 132-143
Author(s):  
Alina K. Davletova ◽  
Elena P. Rostova
Keyword(s):  
Economic Effect ◽  
Numerical Data ◽  
Scientific Basis ◽  
External Control ◽  
Financial Control ◽  
Joint Stock Company ◽  
Control Mechanisms ◽  
Stock Company ◽  
The Cost ◽  
And Control

The article deals with the problem of organization of financial control procedures for the activities of a joint-stock company by the audit bodies. The development of effective verification mechanisms can significantly reduce the cost of conducting them and increase their effectiveness. One of the problems that arise in the study of such problems is the modeling of behavior of participants in the system of internal and external control. The solution of this problem is impossible without the use on a scientific basis of economic and mathematical models of financial control mechanisms, taking into account the economic relations of the subjects and the object of control, allowing to assess the costs of control and its effectiveness. The article examines the mechanism of interaction between shareholders and control bodies. Models describing this interaction have been developed, as well as the tasks of determining the vector of the planned task of inspections by control bodies have been formulated and solved. The parameters of the verification procedure are determined by the criterion of maximizing the economic effect of the center from conducting inspections by the control bodies. The model uses a multiplicative function of the economic effect of the center on the possession of information on each of the subjects of control. The members of the system are the audit commission, the board of directors and the audit organization. For each participant of the system, target functions are formulated, taking into account information about material remuneration and taking into account alternative income. The developed model is tested on numerical data on the cost of conducting inspections and on alternative income. The results of the calculations illustrate the behavior patterns of the system participants, in particular, the feasibility of paying the full cost of inspections by the center and the implementation of the inspection plan by the control bodies in the appropriate volume.

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