Directive 2006/68/EC Amending the Second Company Law Directive EU as Regards the Maintenance of Public Limited Liability Companies’ Capital and The Acqisition of Own Shares

2013 ◽  
Author(s):  
Ljiljana Maurović
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Second Company Law Directive

Reforming the Second Company Law Directive

2006 ◽  
Author(s):  
Eddy O. Wymeersch
Keyword(s):  
Company Law ◽  
Second Company Law Directive

Capital Maintenance in the EU: Is the Second Company Law Directive Really That Restrictive?

2008 ◽  
Vol 9 (3) ◽  
pp. 427-461 ◽  
Author(s):  
Paolo Santella ◽  
Riccardo Turrini
Keyword(s):  
Company Law ◽  
Capital Maintenance ◽  
Second Company Law Directive ◽  
The Eu

scholarly journals PROGRESIFITAS HUKUM PENGEMBALIAN DEVIDEN SAHAM INTERIM PERSEROAN TERBATAS PADA UUPT NO.40 TAHUN 2007

2021 ◽  
Vol 5 (1) ◽  
pp. 1
Author(s):  
Bella Mutiara Wahab
Keyword(s):  
Board Of Directors ◽  
Research Method ◽  
Stock Exchange ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
Dividend Distribution ◽  
The Board Of Directors ◽  
Annual Book

AbstractProgressive law must place the law in a very close position with the law's community or stakeholders. This position is called responsive, progressive law and is always associated with stakeholders' reality and needs to create justice and happiness as law aspired itself. Also, progressive law emphasizes social integration to overcome public moral insularity.Starting from the viewpoint of progressive law, the author looks at the laws and regulations that discuss the return of interim dividends as stated in the Limited Liability Company Law No. 40 of 2007, article 72, article 72 states that companies allow rules related to dividend distribution in a temporary (interim) way. The article is then interpreted as that if the company has positive profits, the company is allowed to distribute dividends before the company closes the book at the end of the year, provided that the board of directors officially announces the distribution with the approval of the GMS that the positive profits obtained by the company before closing the book will come as dividends interim. As a result, the company competes to distribute interim dividends to increase and show its credibility to investors. It was recorded on the Indonesian stock exchange (IDX) that in September 2020, 73 companies distributed interim dividends.However, article 72 paragraph 5 of the Limited Liability Company Law No. 40 of 2007 explains that if after the company distributes interim dividends to shareholders and at the end of the closing of the annual book the company suffers a loss, the shareholders must return the dividends they have received. If the shareholder does not return it, the directors and commissioners are jointly responsible for covering the company's losses.This viewpoint is the basis for finding the location of the value and form of legal progressivity regarding the mechanism of interim share dividends in limited liability companies as stated in UUPT No.40 of 2007 Article 72 using a normative research method with a conceptual approach. 

Gestaltungsfreiheit im ungarischen GmbH-Recht

2021 ◽  
Author(s):  
Leszek Dziuba
Keyword(s):  
Case Studies ◽  
Legal History ◽  
Regulatory Authority ◽  
Limited Liability ◽  
Individual Case ◽  
Company Law ◽  
Reference Points ◽  
Legal Doctrine ◽  
Open Questions ◽  
Internal Relationships

Contractual freedom in company law determines the extent to which shareholders can regulate the internal relationships in their company in accordance with their own needs. The Hungarian approach to company law of 2013 promises innovative and practical formulations of the articles of association, especially for limited liability companies. However, the fundamental content and concrete scope of self-regulatory authority raises a multitude of open questions. With the help of legal history, legal doctrine and individual case studies, the author of this book attempts to create legal clarity and to provide practice with legally secure reference points. The work is aimed at both academics and practitioners.

7. Creditors

2020 ◽  
pp. 223-260
Author(s):  
Paul Davies
Keyword(s):  
Limited Liability ◽  
Creditor Protection ◽  
Company Law ◽  
Going Concern ◽  
Wrongful Trading ◽  
Ex Ante ◽  
Mandatory Rules ◽  
The Creation ◽  
The Law

Because of limited liability, creditor protection has always been a feature of company law. Large creditors can contract ex ante for customised protection and the law facilitates this in various ways, notably by the creation of the floating charge. Non-adjusting creditors require the protection of mandatory rules, at least in some situations. Creditor protection in relation to companies in the vicinity of insolvency is now well established, not only through ‘wrongful trading’ but also via transaction invalidity rules and directors’ disqualification. For going-concern companies the emphasis is on rules restricting the shifting assets to shareholders via distributions and associated rules relating to the maintenance of capital.

scholarly journals KEBERADAAN PEMEGANG SAHAM DALAM RUPS DENGAN SISTEM TELECONFERENCE TERKAIT JARINGAN BERMASALAH DALAM PERSPEKTIF CYBER LAW

2015 ◽  
Vol 4 (1) ◽  
Author(s):  
Ni Ketut Supasti Dharmawan
Keyword(s):  
Limited Liability ◽  
General Meeting ◽  
Company Law ◽  
Limited Liability Company ◽  
Legal Subject ◽  
Network Problem ◽  
Network Problems ◽  
Cyber Law ◽  
Internet Network ◽  
Legal Right

In Indonesia, the General meeting of Shareholder through teleconference mechanism can be conducted under the provision of Article 77 of Law No. 40 of 2007 concerning Limited Liability Company. This teleconferencing mechanism allows all participants to see and to hear each other as well as  to participate in the teleconference meeting. There is legal vacuum with regard to position of shareholders in the General Meeting by teleconference mechanism, especially in the case of network problems. However, by analogy with the legal construct of the provisions of Article 90 of the Company Law can be stated that the position of shareholders continues to be recognized as a legal subject who has legal right and has valid votes counted even if the minutes of the meeting have not been signed electronically because internet network problem as long as treatise or the minute of General Meeting of shareholders is made by notarial deed and shall be signed by the Notary who made the deed.

scholarly journals Pravno uređenje kupnje dionica ciljnog društva zaduživanjem (LBO transakcije)

2018 ◽  
Vol 39 (1) ◽  
pp. 301-331
Author(s):  
Saša Prelič ◽  
Antonija Zubović
Keyword(s):  
Mergers And Acquisitions ◽  
Business Practice ◽  
Regulatory Framework ◽  
Company Law ◽  
Leveraged Buyout ◽  
Italian Law ◽  
European Regulatory ◽  
Second Company Law Directive ◽  
Open Issues

<span>The article analyzes leveraged buyout transactions, pointing out to the open issues in their application. Authors highlight the application of provisions concerning group of companies as well as mergers and acquisitions in LBO transactions. Furthermore, since business practice has shown that LBOs are often used in takeovers, authors analyze the application of LBOs in takeover procedures. In addition, the article analyzes the European regulatory framework for the regulation of LBOs and compares the adopted solutions in Croatian, Slovenian and Italian law. Comparing the solutions of these three legislations, authors conclude that there are significant differences between them. While Croatia and Italy adopted the provisions of Second Company Law Directive, Slovenian legislator significantly tightened the conditions for using LBOs and de facto precluded their application. In conclusion, authors evaluate the consequences of the adopted provisions and looks for appropriate solutions de lege ferenda.</span>

scholarly journals The Concept of Green Management in the Management of CSR: Implementation study of CSR Programs at Azana Hotel Group

2018 ◽  
Vol 68 ◽  
pp. 02006
Author(s):  
Dicky Sumarsono ◽  
Bani Sudardi ◽  
Warto Warto ◽  
Wakit Abdullah
Keyword(s):  
Environmental Sustainability ◽  
Limited Liability ◽  
Economic Benefits ◽  
Company Law ◽  
Hotel Management ◽  
Sustainable Living ◽  
Moral Principles ◽  
Or Groups ◽  
Research Findings

The change in CSR is not only a matter of fulfilling the obligation of the Limited Liability Company Law, but also the issue of CSR that becomes a matter of justice and natural balance. The Word Commission on Environment requires every company in business activity to always consider the principles of sustainable development that rely on economic benefits (profit), environmental sustainability (planet) and social welfare (people). This study uses qualitative methods, with data collection methods through observation, interview, and documentation study. While the analysis used is descriptive qualitative analysis. According to research findings; the first is CSR programs in Azana Hotel Group includes; education, empowerment of the poor and save the environment. Second, from the implementation of CSR, Azana Hotel Management realized the important role of local communities in hotel operation towards the society, which in turn will bring huge profits to the company. Third, the implementation of environmental program in the form of greening on critical lands can actually educate and manage the employees, hotel guests, and society. So, it can increase the awareness of the importance of a sustainable natural environment. Fourth, ethically, the Azana Hotel Group CSR can regulate the behavior of people or groups of people in the company to be sustainable living. Ethics could be understood as moral principles and values that govern the behavior of people or groups related to what is right or wrong.

scholarly journals Kepastian Hukum Jumlah Modal Dasar Pendirian Perseroan Terbatas Setelah Berlakunya PP Perubahan Modal Dasar Perseroan Terbatas

Acta Comitas ◽  
2020 ◽  
Vol 5 (2) ◽  
pp. 340
Author(s):  
Ida Bagus Putra Pratama ◽  
I Made Dedy Priyanto
Keyword(s):  
Research Method ◽  
Government Regulation ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Legal Certainty ◽  
Legal Research ◽  
Conceptual Approach ◽  
Basic Capital ◽  
Before And After

Research on legal certainty the amount of basic capital establishment of limited liability company based on the norms of conflict between article 32 paragraph (1) of the limted liability company law concerning "the limited liability company capital of at least Rp 50,000,000.00" with article 1 paragraph (3) of government regulations The limited liability of the company's capital of limited liability concerning "the founding capital of the company is determined by agreement”. 2 problem are formulated: (1) What is the form for deposit of stock capital on the provisions of article 33 of the limited liability company law, (2) How is the legal certainty of the number of basic capital of the limited liability After the validity of government regulation change of the limited liability company. This purpose research is finding form of the deposit of stock capital and the basic capital of the limited liability company before and after enforcement of government regulation of limited liability of the company. The legal research method used normative legal research method with statute approach and conceptual approach. Capital deposits of shares can be made in the form of money and other forms of immovable tangible objects such as land and intangible objects in the form of bill of Rights; and arrangements regarding the underlying capital applicable in the establishment of the limited liability company is Article 1 paragraph (3) of government regulation of the limited liability of the company.

scholarly journals Tanggung Jawab Direksi atas Terjadinya Pailit Perseroan Terbatas

2020 ◽  
Vol 4 (1) ◽  
pp. 83
Author(s):  
Antonius Faebuadodo Gea ◽  
Hirsanuddin Hirsanuddin ◽  
Djumardin Djumardin
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Conceptual Approach ◽  
The Board Of Directors ◽  
Approach Method ◽  
Separate System ◽  
Accountability Mechanism ◽  
The Law ◽  
Legal Consequences

This research was conducted to find out how the directors' accountability mechanism caused by an error or negligence caused the limited company to go bankrupt and how the legal consequences on the bankruptcy of a limited liability company. This type of research was classified as a normative legal research or also called doctrinal research, namely research that examined the law as a separate system that was separate from various other systems in society so as to provide a boundary between the legal system with other systems. The approach method used was the statutory approach; and Conceptual Approach. In principle, the Board of Directors was not personally responsible for acts committed for and on behalf of the company based on its authority. The scope of conduct that would be personally accounted for by the directors of the company was negligence because the directors did not fulfill the contents of the agreement and mistakes because the directors commit acts against the law. Bankruptcy of a Limited Liability Company was the bankruptcy of itself, not the bankruptcy of its management, even though the bankruptcy was due to the negligence of its management. So that management should not be held liable jointly for any losses due to negligence and could only be held accountable if the company's assets were not sufficient to cover losses due to bankruptcy Article 90 paragraph (2) of the Limited Liability Company Law).

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