scholarly journals Charakter prawny uchwał organów spółek kapitałowych na tle problematyki sporów korporacyjnych

Prawo ◽  
2017 ◽  
Vol 322 ◽  
pp. 17-30
Author(s):  
Justyna Glinka ◽  
Łukasz Chyla
Keyword(s):  
Audit Committee ◽  
Supervisory Board ◽  
Civil Procedure ◽  
Civil Code ◽  
Management Board ◽  
Legal Nature

The legal nature of resolutions of the governing bodies of corporate companies against the background of corporate disputesControversies accompanying corporate disputes are detrimental to the confidence of trade and eco­nomic turnover. The legal nature of resolutions of corporate bodies in companies is an issue of cur­rent relevance which is intrinsically linked to many further aspects of corporate disputes, including appealing against resolutions. The said issue requires comprehensive commentary primarily because sometimes the availability of a particular remedy is governed by the prior determination of legal nature of the contested act of will. Statements presented in doctrine and jurisprudence are not consistent in the presented matter. Taking into account the autonomous procedure of appealing only against the shareholders’ resolu­tions art. 249–254 or art. 422–427 of the Code of Commercial Companies, which is independent of legal nature of contested resolution, the burden of the problem, at first glance, focuses on the resolutions of other bodies the management board, the supervisory board and the audit committee. However, when considering, for instance, the concept of non-existent resolutions, it turns out that the problem relates to resolutions of all corporate bodies. Not to mention the issue of defects of will, regulated in art. 82–88 of the Civil Code. To answer whether a flawed resolution is appealable on the background of the general provisions art. 58 of the Civil Code in connection with art. 189 of the Code of Civil Procedure, firstly, it must be determined whether a specific resolution can be qualified as a legal act.The Authors of the article, beside presentation of dominant concepts on the legal nature of resolution, specify the importance of the said issue to the whole matter of corporate disputes and identify the most convincing solutions.

scholarly journals Board committee practices in Ukraine

2005 ◽  
Vol 3 (1) ◽  
pp. 114-116 ◽  
Author(s):  
Alexander Kostyuk
Keyword(s):  
Corporate Governance ◽  
Audit Committee ◽  
Supervisory Board ◽  
The State ◽  
Board Members ◽  
Governance Mechanisms ◽  
Management Board ◽  
Corporate Governance Mechanisms ◽  
Audit Commission ◽  
Financial Transactions

International board practice concerning establishing committees on the board is still not spread in the Ukraine. The state obliged Ukrainian joint stock companies to establish an audit commission. But the commission is not on the supervisory board. It is not an integral part of the board. Members of the audit commission are prohibited to be members of the supervisory board at the same time. Although the audit commission reports to the supervisory board, objectives of the audit commission are narrowed only to controlling financial transactions executed by the management board. Therefore, it is worth of establishing an audit committee on the supervisory board with a broader spectrum of functions and equipped with the deepest knowledge on corporate governance mechanisms.

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 The Legal Nature of the Judgement Issued Pursuant to Article 425 of the Code of Commercial Companies: Declaratory or Constitutive?

2021 ◽  
Vol 30 (4) ◽  
pp. 209
Author(s):  
Agnieszka Malarewicz-Jakubów ◽  
Damian Gierasimczuk
Keyword(s):  
Supreme Court ◽  
General Meeting ◽  
Civil Procedure ◽  
Civil Code ◽  
Court Decisions ◽  
Commercial Law ◽  
Historical Interpretation ◽  
Legal Nature

<p>For many years there has been a dispute in the field of commercial law concerning the nature of the ruling issued as part of an action for annulment of a resolution of the general meeting under Article 425 of the Code of Commercial Companies (hereinafter: CCC). The multitude of both studies of the representatives of the doctrine and opinions expressed in the court decisions, allows this dispute to be included in two opposing theses, which, together with the arguments for their support, the authors presented in this article. The supporters of the declarative character of the judgement indicate the necessity to carry out a linguistic, systemic and historical interpretation of the norm, as well as to refer to Article 58 of the Civil Code and adopt the indicated model of absolute nullity. Part of the doctrine also indicates that the standard of Article 425 CCC is a special regulation in relation to Article 189 of the Code of Civil Procedure. On the side of the thesis about the constitutive ruling, it is indicated that Article 425 CCC is a special regulation in relation to Article 58 CCC, and therefore it is not of absolute nullity nature. Moreover, arguments are also raised about the concurrence with the sanction contained in Article 422 CCC and about the necessity to secure legal turnover thanks to a constitutive ruling. The article also presents the evolution of the jurisprudence line towards the adoption of a constitutive position and its domination in the jurisprudence of the Polish Supreme Court based on the security of legal transactions. The authors of this article, through the analysis of the Polish jurisprudence as well as the views of the doctrine contained in the comments, scientific articles and monographs, have set themselves the goal of collecting, summarizing and organizing the most popular positions and their arguments.</p>

Compensation for Infringement of Copyright and Related Rights: Essence and Primary Functions

2020 ◽  
Vol 5 ◽  
pp. 34-40
Author(s):  
N. V. Buzova ◽  
◽  
R. L. Lukyanov ◽  
Keyword(s):  
Russian Federation ◽  
Research Method ◽  
Comparative Law ◽  
Civil Code ◽  
Judicial Practice ◽  
Legal Remedy ◽  
Legal Nature ◽  
The Russian Federation ◽  
Judicial Protection ◽  
Exclusive Right

The Civil Code of the Russian Federation provides an opportunity to the rightholder in case of infringement of his exclusive copyright and related rights to demand in court instead of compensation for damages incurred by him to pay compensation. In most cases, when the rightholder applies for judicial protection of his violated rights, he requires the recovery of compensation. This article discusses the legal nature of compensation as a legal remedy of an exclusive right and its primary functions. When writing an article, a comparative law research method is used. As a result of the analysis of russian and foreign legislation, as well as judicial practice, it was found that compensation, in addition to restorative, also has a preventive function and can be considered an analogue of statutory damages.

Does gender diversity in supervisory boards affect gender diversity in management boards in Germany? An empirical analysis

2021 ◽  
pp. 239700222199714
Author(s):  
Dennis Fleischer
Keyword(s):  
Fixed Effects ◽  
Structural Equation ◽  
Gender Diversity ◽  
Supervisory Board ◽  
Board Members ◽  
Governance System ◽  
Management Board ◽  
Supervisory Boards ◽  
Gender Quota ◽  
The Impact

Social aspects like gender diversity in the boardroom are becoming increasingly relevant and are a popular topic of public debate in the context of gender equality in business. However, there is little clarity about the potential spill-over effects of gender diversity. Both theory and empirical results have led to ambiguous conclusions with respect to the effect of gender diversity in the supervisory board on gender diversity in the management board. In addition, it is not clear whether the German gender quota legislation positively affects this relationship. This study analyses whether gender diversity in the supervisory board supports the gender diversity of the management board, and whether this relationship is affected by the gender quota legislation, focusing on the unique case of Germany. To cope with endogeneity concerns, this study employs a cross-lagged panel model with fixed effects using maximum likelihood structural equation modelling. The results of the analysis of the impact of the number of female supervisory board members on the number of female management board members do not support the view of positive spill-over effects of gender diversity in the environment of the German two-tier corporate governance system. Furthermore, this study finds no evidence of an effect of the German gender quota on this relationship. JEL Codes G38, M12, M14, M51

SUBORDINATION AGREEMENT IN THE SYSTEM OF PRIVATE LAW

2021 ◽  
Vol 21 (3) ◽  
pp. 7-107
Author(s):  
M.D. TYAZHBIN
Keyword(s):  
Russian Federation ◽  
Civil Law ◽  
Civil Code ◽  
Law Reform ◽  
Private Law ◽  
Legal Nature ◽  
The Russian Federation

The article is dedicated to the category of subordination agreements. Based on the concept of conflict of rights in personam, the author makes an attempt to integrate this category into the system of private law, to determine the legal nature of subordination, and from these positions to assess the effectiveness of Art. 309.1 of the Civil Code of the Russian Federation, implemented in the course of the civil law reform.

Scurte considerații asupra condițiilor speciale de valabilitate și asupra efectelor testamentelor privilegiate

2020 ◽  
Vol 2020 (2020) ◽  
pp. 266-291
Author(s):  
George-Alexandru STAN ◽  
Keyword(s):  
Civil Procedure ◽  
Civil Code ◽  
Legal Regime ◽  
The Public ◽  
Probative Value ◽  
The One

"This paper is focused on establishing the legal regime of privileged wills. First of all, we will analyse the probative value of this type of will and we shall demonstrate that it is justified to assign it the probative value specific to authentic deeds. Second of all, given that we are in the presence of an authentic deed, we shall extract all the specific requirements in regard to the simplified authentication procedure starting from the provisions of the Romanian Civil Code. These should be complemented by the general regulations in the field of authentic deeds as regulated by the Romanian Code of Civil Procedure, as well as with those compatible provisions regarding the authentication procedure applied by the public notary when authenticating wills. Subsequently, we will focus on the constrains regarding the incompatibility of the agent which manages the procedure and the requirements that must be met by the witnesses involved in the proceedings. Finally, we will undertake an analysis on the substantive conditions that privileged wills must meet and we will present the reasons why we agree with the opinion that supports the ability of the disposer to create a privileged will even if he could draw up a holographic will. Given the opportunity, we will also specify for how long the effects of a privileged will last in so far author could have also draw up a holographic will. Thus, we will demonstrate that the limited term whose fulfilment attracts expiration of the privileged will shall not start unless two cumulative conditions are met: the deceased is able to draw up a holographic will and the circumstance which allow him to draw up a privileged will have ceased to exist. On the contrary, it will be proven that the one who can address a public notary in order to create a will shall not be allowed to also create a valid privileged will."

scholarly journals Evidence and Attestation Conflicts with Other Cases to Prove Litigation in Iran

2016 ◽  
Vol 9 (2) ◽  
pp. 187
Author(s):  
Nazar Ali Payrvandi ◽  
AzizAllah Fahimi
Keyword(s):  
Civil Procedure ◽  
Civil Code

Conflicts of cases to prove litigation is that between the two reasons that is presented to magistrate in legal disputes have had conflicts and these two reasons are not also retractable. Cases to prove litigation in civic law and Code of Civil Procedure has been described in detail in accordance with Article of 1258 of the Civil Code of cases to prove litigation include: Confession, written documents, attestation, dominion and oath. Evidence and attestation has been emerged as the most important cases to prove litigation and other cases to prove litigation conflicts between those two together and other cases to prove litigation will be responsible for important effects and results to votes and court verdicts. In this paper we investigate the Conflict of Evidence and attestation together and other cases of proving.

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