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 Methodology for accounting for the impact of the business reputation of the executive body and members of the board of directors of a joint-stock company on the business value

2021 ◽  
Vol 15 (1) ◽  
pp. 80-96
Author(s):  
Olga D. Kosorukova ◽  
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Business Value ◽  
Synthesis Methods ◽  
Modern Theory ◽  
Joint Stock Company ◽  
Stock Company ◽  
The Board Of Directors ◽  
The Impact ◽  
Executive Body

According to the modern theory of corporate finance, the goal of managing the company’s finances is to maximize the market value of the business, which is also an opportunity to increase the competitiveness of the business. Аnalysis of price-forming factors of business value is the basis for making effective financial decisions by management. This article is devoted to the analysis of the impact on the business value of the business reputation of the company’s executive body and members of the board of directors. This analysis is also related to corporate governance review of the business, as it is within the framework of corporate governance examines the relationship between management and owners of a company and its impact on business value. The aim of the research is to develop a methodology for accounting for the impact of the business reputation of the executive body of a joint-stock company on the value of its business. The objective of the research is to identify criteria for assessing the impact of the business reputation of the executive body and a member of the board of directors of a joint-stock company on the business value. Research is based on a general scientific methodology, which provides for the use of methods of systematic and comparative analysis, analysis and synthesis, methods and approaches of evaluation activities. The article examines the role of business reputation of members of the management bodies of a joint-stock company at the present stage of corporate governance development and its impact on the business value. As a result, the importance and possibility of using the business reputation indicator to assess the value of a business through the prism of applying a revenue approach in valuation is proved. Accounting for the impact of the business reputation of members of the board of directors and executive bodies of organizations on the business value is considered in two directions: by influencing the amount of cash flow and by taking into account the discount rate.

scholarly journals Evaluation of the Quality of Irrigation Machinery by Monitoring Changes in the Coefficients of Uniformity and Non-Uniformity of Irrigation

Agronomy ◽  
2021 ◽  
Vol 11 (8) ◽  
pp. 1499
Author(s):  
Ján Jobbágy ◽  
Peter Dančanin ◽  
Koloman Krištof ◽  
Juraj Maga ◽  
Vlastimil Slaný
Keyword(s):  
Repeated Measurements ◽  
Joint Stock Company ◽  
Stock Company ◽  
Uniformity Coefficient ◽  
Quality Of Work ◽  
Total Length ◽  
Irrigation Uniformity ◽  
Wide Range ◽  
The Impact

Recently, the development of agricultural technology has been focused on achieving higher reliability and quality of work. The aim of the presented paper was to examine the possibilities of evaluating the quality of work of wide-area irrigation machinery by monitoring the coefficients of uniformity and non-uniformity of irrigation. The object of the research was pivot irrigation machinery equipped with sprinklers with a total length from 230 to 540 m. The commonly applied quality of work parameter for wide-range irrigators is the irrigation uniformity coefficient according to Heermann and Hein CUH. Work quality evaluations were also carried out through other parameters applicable in practice, such as irrigation uniformity coefficients calculated according to Christiansen CU, Wilcox and Swailes Cws, and our introduced parameters, the coefficient ar (derived from the degree of unevenness according to Oehler) and the degree of uniformity γr (derived from the degree of non-uniformity according to Voight). Other applied parameters for determining the quality of work of wide-range irrigation machinery were the coefficients of irrigation uniformity according to Hart and Reynolds CUhr, further according to Criddle CUcr and subsequently according to Beale and Howell CUbr. Next, the parameters of the non-uniformity coefficient according to Oehler a, the coefficient of variation according to Stefanelli Cv, the degree of non-uniformity according to Voigt γ and the degree of non-uniformity according to Hofmeister Ef were evaluated. Field tests were performed during the growing season of cultivated crops (potatoes, corn and sugar beet) in the village of Trakovice (agricultural enterprise SLOV-MART, southwest of the Slovakia) and in the district of Piešťany (Agrobiop, joint stock company). During the research, the inlet operating parameters (speed stage, inlet pressure, irrigation dose), technical parameters (number of sprayers, total length, number of chassis) and weather conditions (wind speed and temperature) were recorded. The obtained results were examined by one-way ANOVA analysis depending on the observed coefficient or input conditions and subsequently verified by Tukey and Duncan tests as needed. Irrigation uniformity values ranged from 67.58% (Cws) to 95.88% (CUbh) depending on the input conditions. Irrigation non-uniformity values ranged from 8.58 (a, Ef) to 32.42% (Cv). The results indicate a statistically significant effect of the site of interest and thus the impact of particular field conditions (p < 0.05). When evaluating the application of different coefficients of irrigation uniformity, the results showed a statistically significant effect only in the first test (p = 0.03, p < 0.05). During further repeated measurements, the quality of work increased due to the performed inspection of all sprayers and the reduction in the influence of the wind.

scholarly journals The impact of functional groups of the surface of carbon materials on the efficiency of purification of extraction phosphoric acid from fluorine compounds

2019 ◽  
Vol 2 ◽  
pp. 11-18
Author(s):  
Smirnov N.N. ◽  
Konoval A.V. ◽  
Smirnova D.N. ◽  
Kochetkov S.P.
Keyword(s):  
Phosphoric Acid ◽  
Functional Groups ◽  
Carbon Materials ◽  
Raw Materials ◽  
Carbon Adsorbents ◽  
Joint Stock Company ◽  
Stock Company ◽  
Fluorine Compounds ◽  
The Impact ◽  
Extraction Phosphoric Acid

The environmental problems of the production of extraction phosphoric acid and the effect of fluorine on the human body are discussed in the article. The creation of the industry of phosphoric fertilizers on the basis of processing of fluorine-containing phosphate raw materials and fluorine-containing compounds, the development of their application require the study of environmental consequences arising from this, because fluorine is characterized by high mobility in the biological cycle of metabolism. For the purification of phosphoric acid from fluorine was used carbon adsorbents such as active charcoal brand BAU, natural graphite deposits Kyshtymsky, P514 soot, charcoal. Experiments on the purification was carried out on non-evaporated half-hydrated extraction phosphoric acid which was produced by joint stock company «Apatit» in Cherepovets city in Russia. The following analyses were carried out: IR-Fourier spectrometry, research of acid–base properties of carbon materials by potentiometric titration, potentiometric method of fluorine determination in extraction phosphoric acid. It is mentioned that the carbon black P514 is the most efficient adsorbent for purification of extraction phosphoric acid. The total number of functional groups on its surface is 0.62 mmol/g, the degree of purification from fluorine compounds is 94.8%.

scholarly journals Impact of Cost Control on Business Efficiency of Small and Medium Sized Enterprises in Thai Binh, Vietnam

2017 ◽  
Vol 4 (2) ◽  
pp. 112
Author(s):  
Ngoc Hung Dang ◽  
Thi Viet Ha Hoang ◽  
Manh Dung Tran
Keyword(s):  
Firm Size ◽  
Cost Control ◽  
Joint Stock Company ◽  
Financial Leverage ◽  
Stock Company ◽  
Return On Assets ◽  
Expense Ratio ◽  
Business Efficiency ◽  
Return On Sales ◽  
The Impact

This study is conducted for investigating the impact of cost control on business efficiency of small and medium-sized enterprises (SMEs) in the area of Thai Binh, Vietnam for the period from 2012 to 2014. Impacting factors were built and verified on business efficiency of SMEs including (i) Cost of goods sold ratio, (ii) Financial expense ratio, (iii) Administration expense ratio, (iv) Firm size, (v) Financial leverage, (vi) Assets structure, and on Pre-tax return on sales ratio and Pre-tax return on assets ratio. The study employed regression models of OLS, FEM, REM and GLS with multi-year dataset of SMEs in Thai Binh province. The results show that the ratios of cost of goods sold, financial leverage, and administration expenses have negative relation with business efficiency, but affecting Return on sales (ROS) and Return on assets (ROA). In addition, financial leverage, assets structure and firm size have small impacts on ROS and ROA. Also, basing on the findings, SMEs operating in the form of joint stock company have higher business efficiency than those operating in the form of limited liability company.

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&nbsp;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 &ldquo;natural&rdquo; 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&nbsp;presumption of control activities interaction among the General Assembly, Supervisory Board and Board. Control mechanisms work on the common economic principles&rsquo; 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 TECHNICAL EFFICIENCY AND ITS DETERMINANTS IN THE SPANISH CONSTRUCTION SECTOR PRE- AND POST-FINANCIAL CRISIS

2015 ◽  
Vol 19 (1) ◽  
pp. 96-109 ◽  
Author(s):  
Magdalena KAPELKO ◽  
Alfons OUDE LANSINK
Keyword(s):  
Financial Crisis ◽  
Technical Efficiency ◽  
Joint Stock Company ◽  
Construction Sector ◽  
Truncated Regression ◽  
Stock Company ◽  
Construction Firms ◽  
Efficiency Measures ◽  
Before And After ◽  
The Impact

This paper estimates technical efficiency in the Spanish construction sector before and after the start of the current financial crisis, and examines the impact of socio-economic factors on technical efficiency. Bias-corrected efficiency measures are obtained using Data Envelopment Analysis with bootstrap for a sample of medium-sized and large construction firms over the period 2000–2010. Next, bias-corrected efficiency scores are regressed on the variables explaining efficiency using bootstrap truncated regression. The results show that technical efficiency is very low and is significantly lower after the beginning of the financial crisis than before. Firms with the highest technical efficiency scores have the lowest input-ratio for material and employee costs to output and the highest for fixed assets. The examination of the determinants of technical efficiency indicates that efficiency is higher for firms that export, are highly leveraged, are integrated in the form of joint stock company, and are located in Spanish regions with higher GDP per capita, while firms with high stock relatively to turnover have lower technical efficiency. Technical efficiency increases with size for relatively small sized construction firms, but decreases beyond a critical firm size, while technical efficiency decreases with age for young firms, but eventually increases for older firms.

scholarly journals The Ways to Optimize Costs of Enterprise on the Example of PJSC «Ukrainian Railways»

2020 ◽  
Vol 11 (514) ◽  
pp. 282-287
Author(s):  
I. V. Nagorna ◽  
◽  
Y. Y. Halkina ◽  
Keyword(s):  
Economic Activity ◽  
Structural Changes ◽  
Cost Management ◽  
Optimal Level ◽  
Joint Stock Company ◽  
Net Income ◽  
Stock Company ◽  
Composition And Structure ◽  
The Impact

The article is aimed at finding ways to optimize costs at the production subdivision «Operational wagon depot Kupyansk» of the Regional division «Southern Railway» of the Private Joint Stock Company «Ukrainian Railways» on the basis of the performed analysis of the composition and structure of costs, profitability, the impact of the amount of costs on performance indicators, the level of costs per 1 UAH of the consummated services, and operational analysis. The views of scholars on the term «costs» are explored. It is defined that cost management is quite a complex and important process in the course of carrying out economic activity along with determining the quality of further results of enterprise. The main methodological bases of cost management, economic condition of the enterprise are researched. Optimization measures for further development of the enterprise are proposed, which will allow to use its resources more efficiently, to achieve an increase sales and maximize profits. The authors provide recommendations on managing the enterprise costs in order to stimulate the growth of competitiveness. The focus is placed on the mechanism of minimizing the costs of the enterprise in the total amount of net income, because efficient use of costs can not be carried out without structural changes in the sphere of their management. It is identified that cost management is an interconnected complex of works, which forms and influences the behavior of costs during economic activity, as well as is aimed at achieving the optimal level of costs. The proposed measures as to optimizing costs can be used by directors and managers of the enterprise to make informed decisions on the prospective development of the enterprise.

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 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.

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