PECULIARITIES OF THE LEGAL STATUS OF A PUBLIC JOINT- STOCK COMPANY

2017 ◽  
Author(s):  
Igor Tovkun ◽  
◽  
Hanna Dubrova ◽  
Keyword(s):  
Legal Status ◽  
Supervisory Board ◽  
General Meeting ◽  
Joint Stock Company ◽  
Stock Company ◽  
Public Companies ◽  
Securities Law ◽  
Doing Business ◽  
Legal Situation ◽  
Executive Body

We have considered the economic and legal situation of public joint stock companies in Ukraine. The analysis of the main features of a public joint - stock company as one of the most perfect legal mechanisms for the organization of the economy on the basis of combining the property of legal entities and individuals. In the course of performance of work historical features of emergence of such legal category as public joint-stock company were established. A study of the stages of enshrining the concept of "public joint stock company" in Ukrainian legislation during the existence of independent Ukraine, which was covered in a number of regulations, such as the Law of Ukraine "On Amendments to Certain Legislative Acts of Ukraine on Investor Protection", Law of Ukraine On Amendments to Certain Legislative Acts of Ukraine Concerning Simplification of Doing Business and Attracting Investments by Issuers of Securities ”, Law of Ukraine“On Management of State Property”, Law of Ukraine“ On Joint Stock Companies ”, etc. We have studied the relationships that arise directly during the activities of public companies. In particular, such relations apply to its governing bodies, which include: the general meeting as the highest governing body of the company, the supervisory board, which protects the rights of shareholders and regulates the executive body, and the executive body, which manages the current activities of the company. It is argued that public joint stock companies are subjects of the public sector of the economy, which in turn is the cause of a special process of activity, property regime, more stringent requirements for existence than private joint stock companies. The generalization of conclusions and information in the doctrinal literature related to this topic is made.

scholarly journals PROBLEMS OF DELIMITATION OF POWERS AND RESPONSIBILITIES OF THE SUPERVISORY BOARD AND THE EXECUTIVE BODY OF THE BANK

2021 ◽  
pp. 30-47
Author(s):  
Yu.I. Shvets ◽  
◽  
◽  
Keyword(s):  
Board Of Directors ◽  
Legal Status ◽  
Supervisory Board ◽  
Governance Structure ◽  
Joint Stock Company ◽  
Executive Board ◽  
American Model ◽  
The Board Of Directors ◽  
And Control ◽  
Executive Body

The article is devoted to the study of the issue of delimitation of powers and areas of responsibility between the supervisory board and the executive body of the Bank. There is a contradiction between the rules regarding the realization of the supervisory board management and control over bank’s management in Ukrainian legislation, management and control (supervisory) functions of the supervisory board are insufficiently differentiated, which complicates application of law and understanding the legal status of the supervisory board. In this regard, it is extremely difficult to define the responsibilities and powers of the members of the supervisory board and members of executive board in the bank, as well as to separate the responsibilities and powers of the members of the supervisory board from the responsibilities and powers of the executive board members. Law does not fully define the limits of the powers of the supervisory board and the executive board in the bank. This is due to the lack of an exhaustive list of issues on which decision-making falls within the competence of the supervisory board, and the unregulated legal status of the supervisory board. The legislator distinguishes between such concepts as "competence" and "exclusive competence" of the supervisory board. If law provides the issues related to the "exclusive competence" of the supervisory board, law does not define the list of issues related to the "competence" of the supervisory board. However, the members of the supervisory board and the executive board of the bank are responsible for the activities of the bank within their powers. Given the above, it is impossible to establish the scope of responsibility of members of the supervisory board and to differentiate the responsibilities of members of supervisory board and members of the executive board. The reason for this is the combination of the functions of the supervisory board according to the American model (when the supervisory board and the executive body are united in one body — the board of directors) and the German model (separately the supervisory board and the executive body). Despite the fact that Ukraine has chosen a two-tier corporate governance structure, which is widely used in Germany, the way to apply this structure is different. Under Ukrainian law, the supervisory board, like the executive body, is responsible for the management of the joint-stock company, which is more typical of the powers of the board of directors according to the American model. The article proposes to develop and define in the law the boundary between current management and strategic management, between management and control, as well as the legal consequences of the supervisory board’s decisions on operational activities and the procedure for delegation of powers between the bank’s bodies. It is considered correct if the competence of the supervisory board should include only control (supervisory) functions and the responsibility of the members of the supervisory board should be limited exclusively to the control over the work of the executive board.

scholarly journals Wyrażanie zgody przez walne zgromadzenie akcjonariuszy spółki akcyjnej na zbycie składników jej majątku

2018 ◽  
Vol 25 ◽  
pp. 141-152
Author(s):  
Magdalena Stopiak
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
General Meeting ◽  
Point Of View ◽  
Joint Stock Company ◽  
Limited Liability Company ◽  
Stock Company ◽  
Practical Point

The consent of the general meeting of the shareholders of a joint stock company for the sale of assets of this companyThe aim of the article is to analyze the disputable issues regarding the requirement of consent passed by ownership entities the shareholders’ meeting and the general meeting of shareholders, respectively in a limited liability company and a joint-stock company. The author indicates results of infringement of article 393 and 288 Code of Commercial Companies, as well as the practical problems on the ground of those regulation of presented issues are considered on the basis of actual states, which are relevant from a practical point of view. Thorough analysis helps to identify a view which is better in the light of the binding legal status.

scholarly journals Topical issues of digitalization in corporate law

2021 ◽  
Vol 118 ◽  
pp. 04012
Author(s):  
Elena Viktorovna Oleynik ◽  
Olga Mikhailovna Shevchenko
Keyword(s):  
Legal Status ◽  
Joint Stock Company ◽  
Financial Assets ◽  
Legal Analysis ◽  
Stock Company ◽  
Digital Currency ◽  
Legal Structure ◽  
Decentralized Autonomous Organizations ◽  
Russian Law ◽  
A Company

The purpose of the study is to analyze the provisions of the novelties of the Russian legislation on digital financial assets and digital currency. The methodological basis was the method of comparative legal analysis, using which the authors identify general patterns and features of the legal status of Russian digital joint-stock companies and decentralized autonomous organizations widely discussed in foreign literature. The results of the study were conclusions about the significant differences between the above organizations. A company issuing digital shares, under Russian law, differs from an ordinary non-public joint stock company by limiting the circulation of digital shares within the framework of a digital platform. Unlike the decentralized autonomous organization, it has legal entity and governing bodies. It was also concluded that there is a significantly greater variety of rights of holders of foreign token-shares in comparison with the rights of shareholders of Russian digital joint stock companies. The novelty of the research is contained in the results of the analysis and doctrinal interpretation of the norms of Russian federal laws concerning digital shares. So, in particular, it was established that such are recognized at the same time as securities and digital rights. Such a legal structure appears to be unnecessarily complex. According to Russian law, digital shares differ from ordinary shares in the form of certification of shareholders “rights, while no differences have been revealed in the scope of shareholders” rights.

LEGAL AND REGULATORY FUNDAMENTALS OF CORPORATE CONTROL IN COMMERCIAL BANKS OF UZBEKISTAN

2021 ◽  
Vol 4 (9) ◽  
pp. 53-57
Author(s):  
Voxid Qaytarov ◽  
Keyword(s):  
Control System ◽  
Control Systems ◽  
Commercial Banks ◽  
Corporate Control ◽  
General Meeting ◽  
Scientific Article ◽  
Joint Stock Company ◽  
Stock Company ◽  
Bank Management ◽  
The Republic

This scientific article analyzes the issues of creating a corporate control system in commercial banks. were carefully familiarized with the ideas and comments put forward in the course of researchwork on the implementation of corporate control systems. The regulatory framework for organizing corporate control in commercial banks of the Republic of Uzbekistan was also studied.Keywords: corporate control, joint stock company, compliance, corruption, supervisoryboard, general meeting of shareholders, bank management, corporate governance

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 How to start or be in a Union or Coperative?

2020 ◽  
pp. 34
Author(s):  
Dimitra Lazaridou ◽  
Anastasios Michailidis ◽  
Stefanos Nastis ◽  
Efstratios Loizou ◽  
Aikaterini Paltaki
Keyword(s):  
Legal Status ◽  
Business Plan ◽  
Joint Stock Company ◽  
Stock Company ◽  
Eu Member States ◽  
Minimum Capital ◽  
Cooperative Society ◽  
Minimum Number ◽  
Council Regulation ◽  
The Eu

Cooperatives in the EU Member States are subject to the provisions of the Council Regulation 1435/2003. However, cooperative legislation is different among the EU states and most countries have specific rules applicable to cooperatives. There are some steps for setting up a cooperative, which are summarized in: Identification of a common economic goal for potential members, decision about the number of members recruited, their rights and responsibilities, determination of business feasibility, development of a business plan, preparation of legal papers and implementation of the business plan. In many European countries, cooperatives can have a legal status either as a cooperative society with limited or unlimited liability, as an economic interest grouping or as a joint-stock company. Most EU Member have no mandatory provision regarding the minimum capital stock or the minimum number of members for setting up a cooperative.

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 SOME PROBLEMS AND WAYS TO SOLVE THE ADMINISTRATIVE AND FINANCIAL CHARACTER OF THE STATE PARTICIPATION IN JOINT STOCK COMPANY

2020 ◽  
Vol 35 (3) ◽  
pp. 63-66
Author(s):  
N.G. Gadzhiev ◽  
◽  
S.A. Konovalenko ◽  
R.A. Kornilovich ◽  
◽  
...  
Keyword(s):  
The State ◽  
Scientific Article ◽  
Joint Stock Company ◽  
Stock Company ◽  
Public Companies ◽  
Main Research ◽  
Regulatory Documents ◽  
State Participation ◽  
Modern Economic

Participation of the state in joint-stock companies is one of the specific features of the modern economic system of Russia, inherited from the command-administrative system of the USSR economy. Today, most of the "top" blue chip companies on the country's stock markets are public companies with government participation. In the article, the authors investigate the main problems of the administrative and financial nature of state participation in joint-stock companies and suggest ways to solve them. The theoretical and methodological basis of the research in the scientific article was the work of both Russian and foreign experts in the field of law, corporate governance, regulatory documents on the topic of research, as well as materials from periodicals of leading legal scholars. The main research methods used in writing the work were: methods of observation, comparison, induction, deduction and monographic (descriptive). The results of the study can be used in the study and classification of the problems of state participation in joint stock companies, in the search for specific proposals by the authors to improve efficiency in the field of administrative and financial legislation.

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