scholarly journals The problems of joint stock company liquidation and ways of their settlement

2021 ◽  
pp. 54-58
Author(s):  
O.V. Harahonych
Keyword(s):  
Legal Regulation ◽  
Joint Stock Company ◽  
Stock Company ◽  
Distinctive Features ◽  
Economic Relations ◽  
Administrative Procedure ◽  
Formative Stage ◽  
Supreme Council ◽  
Business Entities ◽  
Voluntary Liquidation

The article explores the problematic aspects of joint stock company liquidation. The essence and types of liquidation of joint stock companies have been analysed. The distinctive features of voluntary, compulsory and enforced liquidation of joint stock companies, as well as the liquidation of a bankrupt joint stock company and the liquidation on the basis of the law have been determined. The elements of the legal composition constituting the basis for the termination of joint stock companies by voluntary liquidation have been investigated. The complexity of the procedure of voluntary liquidation has been established. The expediency of introducing a simplified mechanism of voluntary liquidation has been substantiated. The main factors that hinder the liquidation of joint stock companies in Ukraine in the current context have been identified. The main problems of terminating joint stock companies through forced liquidation and the reasons for their emergence have been revealed. The main obstacles to compulsory liquidation of joint stock companies by judicial and administrative procedure have been elucidated. It has been ascertained that the current Ukrainian legislation on liquidation is still in its formative stage, characterized by inconsistencies, internal contradictions and fails to solve the main problem – a civilized exit of business entities, including joint stock companies, from the sphere of economic relations. Special emphasis is placed on researching the prospects for the development of legal regulation of relations connected with the liquidation of joint stock companies in the context of solving the revealed issues. It has been proposed as a priority step to address the problems of liquidation of joint stock companies by ensuring an adequate level of legal and regulatory regulation of the relations to terminate such organisations through liquidation. It has been reasoned that further research should be conducted into specific recommendations for solving the problems of JSC liquidation in order to consider them in the preparation of Draft No. 2493 for the second reading in the Supreme Council of Ukraine, as well as the systematisation of general rules on voluntary and compulsory liquidation in the Civil Code of Ukraine.

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.

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.

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 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 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 Classification of financial security functions of joint-stock companies

2017 ◽  
pp. 63-71
Author(s):  
Olena Stashchuk
Keyword(s):  
Financial Management ◽  
Equity Capital ◽  
Joint Stock Company ◽  
Financial Security ◽  
Economic Activities ◽  
Stock Company ◽  
Satisfactory Level ◽  
Business Entities ◽  
Legal Forms

The article proves that financial security functions are one of the fundamental categories, which makes it possible to more thoroughly describe the concept of financial security of jointstock companies. The purpose of the paper is to systematize the current approaches of scholars to determining financial security functions of business entities, as well as to improve financial security of joint-stock companies. The existing theoretical studies of financial security do not take into account peculiar features of doing business, institutional-legal forms and sectors of economic activities. A critical analysis of scholars’ approaches to identifying functions of financial security of business entities allows us to conclude that the classical functions of financial security of enterprises are as follows: establishing a framework for managing financial security of enterprises, assessing the level of financial security of enterprises, planning and forecasting the level of financial security of entities, exercising control over measures taken to achieve a satisfactory level of financial security of joint-stock companies. The role of joint-stock companies in the development of the financial system of the state is identified. Based on the major features of joint stock companies’ operations and typological characteristics of their financial security, it is proposed to distinguish general and specific functions of financial security of joint-stock companies. It is pointed out, that general functions include: extended reproduction, informational, organizational, planning, analytical, and stimulating. Accordingly, it is found that specific functions of financial security of joint-stock companies are as follows: protective, investment, anti-crisis financial management, financing business operations, equity capital management, and corporate governance. The proposed classification of functions might be useful in the process of establishing a framework for managing financial security of a joint-stock company, as well as enhance further research on the issue of providing a satisfactory level of financial security of corporate units. The described functions are found to possess the following characteristic properties: system approach, completeness, universality and comprehensiveness. At the same time, it is claimed that the division of the whole range of functions into general and specific ones will contribute to increasing the efficiency of financial security management of joint-stock companies.

scholarly journals Exemption of a joint stock company from the obligation to provide information to a shareholder.

2020 ◽  
Vol 4 (3) ◽  
pp. 103-122
Author(s):  
Andrey V. Gabov
Keyword(s):  
Information Exchange ◽  
Legal Regulation ◽  
Joint Stock Company ◽  
Federal Law ◽  
Stock Company ◽  
Research Issues ◽  
The Law ◽  
Right To Information ◽  
The Right ◽  
To Receive

The subject of research. Issues concerning the exercise of the right of shareholders to receive information are analyzed. The focus is on the issues of exemption of a joint-stock company from providing information. The development of the institute of the information provision to shareholders by joint stock companies are consistently analyzed. The main trends in the development of this institute are shown: gradually narrowing the ability of shareholders to exercise their right to receive information through such means as restriction, differentiation and exemption from providing information. Special emphasis is placed on the institute of exemption from providing information. The purpose of the article is to show the main drawbacks of the existing model of exemption of a joint-stock company from the obligation to provide information to shareholders and to formulate directions for the development of legislation. The author's main scientific hypothesis can be summarized as follows. The Federal law «On joint-stock companies» contained an initial defect in the description of information exchange between a shareholder and a joint-stock company. The shareholder's right to information was not described, in fact, it was «embedded» in the obligation of the joint-stock company to provide information. The subsequent changes to the law resulted in a narrowing of the rights of the shareholder, practically depriving the minority shareholder of the right to information. This defect has led to significant legal uncertainty when the joint-stock company exercises its right to be exempt from providing information. This uncertainty should be eliminated, because the regulatory goals for granting joint-stock companies an exemption from the obligation to provide information to shareholders (article 92.2 of the Federal law «On joint-stock companies» that counters sanctions pressure) are absolutely correct. At the same time, some of the grounds for exemption from the obligation to provide information to shareholders (article 92.1 of the Federal law «On joint-stock companies») must either be excluded or reformulated. The author notes the complete «break» between the current regulation and the ideas about information exchange between a shareholder and a joint-stock company, that initially inspired the creation of the law on joint-stock companies. The inclusion of sanctions in the law on joint - stock companies as a factor affecting the performance by a joint-stock company of its obligation to provide information to shareholders should be fully welcomed. However, the legal and technical design of the corresponding political and legal idea cannot be considered optimal. In this part, the legislation requires a complete renovation based on the principle of balancing constitutional values and the interests of the state, majority and minority shareholders. Description of research methodology. The research is based on a systematic analysis, as well as the interpretation of Russian legislation and doctrine. Information about the main scientific results. The development of legislation on joint-stock companies in terms of providing information is shown. It is shown that if legislator taking into account sanctions when regulating the obligation of a joint-stock company to provide information, the goals of legislative regulation fully comply with constitutional principles, but specific legal decisions cannot be considered optimal. Conclusions. It is concluded that development of legislation on joint-stock companies has led to a significant restriction of the ability of shareholders to receive information. The author formulated the priority of regulatory goals in countering sanctions pressure and offered specific directions for improving legal regulation.

scholarly journals Legal regulation of the family members’ entrepreneurial activity and inheritance relations: law enforcement problems

2021 ◽  
Vol 108 ◽  
pp. 01011
Author(s):  
Vladislav Vasilyevich Kudryashov ◽  
Valentina Sergeevna Lepeshkina ◽  
Irina Vladimirovna Sazonova ◽  
Aleksandr Anatolevich Potkin ◽  
Viktor Anatolevich Altunin
Keyword(s):  
Law Enforcement ◽  
Family Business ◽  
Family Members ◽  
Legal Regulation ◽  
Entrepreneurial Activity ◽  
Joint Stock Company ◽  
Stock Company ◽  
The Family ◽  
Business Succession ◽  
Family Business Succession

The problem of transition in the line of business assets and obligations succession with regard to norms of civil, family and business law represents an important legal problem as for the matter of family business succession. Russian legislation does not determine the family business succession as a single entity, there exists no special regulation as well as the term “entrepreneurial succession”. The doctrine gives a reasonable conclusion that “practices of the recent past reveal substantial problems of marital regimes legal regulation under a digital transformation of the economy”. Inheriting different properties that can be collectively referred to sphere of entrepreneurial activity causes many problems of similar properties transition in the line of succession in the field of law enforcement. Determining particularities of legal regulation of inheritance relations complicated with business activities in order to ensure efficient regulation of succession to business assets and debts and as well to ensure law enforcement stability. The methodological base for the present scientific research is represented by the system of general scientific and specific scientific methods and research techniques, including a historical method, a logical method, a method of system analysis and research, a comparative legal method, a statistical method, a functional-structural method, methods of analysis and synthesis, a method of specification, an empirical and theoretical method, i.e. analogy, deduction. The authors suppose that in conditions of the world financial crisis complicated with consequences of the coronavirus pandemic small businesses are the most vulnerable, including family businesses. The authors believe that a modern lawyer must have systemic knowledge for efficient application of civil law, inheritance law, family law, entrepreneurial law on the basis of the convergence principle in law. The use of a rather broad methodological base allows determining essential properties of legal regulation of the family members’ entrepreneurial activity and inheritance relations from the point of view of law enforcement problems resolution. As for particularities of inheritance regulations application, a joint-stock company is supposed to have certain mechanisms of the protection of its interests in terms of its shares inheritance. For example, it is possible to envisage the right of a private joint-stock company to discourage inclusion within its shareholders a new participant in line with a similar power of the limited liability companies.

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.

scholarly journals LEGAL REGULATION OF FOREIGN ECONOMIC RELATIONS WITHIN THE EURASIAN ECONOMIC UNION

2016 ◽  
pp. 0-0
Author(s):  
Марина Шестакова ◽  
Marina Shestakova
Keyword(s):  
Foreign Trade ◽  
Legal Regulation ◽  
Economic Relations ◽  
Trade Relations ◽  
Eurasian Economic Union ◽  
Successful Solution ◽  
Technological Potential ◽  
Economic Interaction ◽  
Economic Union ◽  
Business Entities

The article deals with the problems of improving the legislation governing foreign trade relations between business entities of member countries of the Eurasian Economic Union (EAEU). It is noted that close economic interaction between states in the post-Soviet space is a prerequisite for the successful development of production and scientific and technological potential of these countries. Formed in 2014 the Eurasian Economic Union is a new integration association characterized by a deep degree of international integration which implies among others the expansion of foreign trade cooperation of its member countries. The successful solution of the tasks depends largely on the legal groundwork for relations within the Union. The author suggests developing local act of unification — the international treaty governing foreign trade relations between the economic entities in the domestic market of the EAEU using the international experience of creating a uniform legal regulation of the international sale of goods as an example. It is noted that the adoption of the act will create a uniform legal regime and equal guarantees for all participants of the economic relations.

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