scholarly journals Company’s Corporate Legal Capacity: Problems of the Ultra Vires Rule, Modern Shift and Position of Bangladesh

2021 ◽  
pp. 119-127
Keyword(s):  
Developed Countries ◽  
Company Law ◽  
Legal Person ◽  
States Of Affairs ◽  
Contractual Obligation ◽  
Historical Factors ◽  
Vast Literature ◽  
New Business ◽  
Legislative Policy ◽  
Legislative Reforms

The traditional ultra vires rule has been applied to restrict the corporate capacity of an incorporated entity. It is a ‘legal person’ that can function only within the defined objects of its constitution. Long experience of applying this rule shows that the doctrine served no positive purpose (e.g. limiting the company’s transactions to some precise line of the stated objectives in its constitution), rather it produced many unsatisfactory states of affairs and difficulties like operating as a fetter on company’s new business opportunities, risk of company’s transaction being treated as void in court’s proceedings interpreting it “outside the company’s constitution” and is unenforceable. Thus, the parties in a corporate transaction are always at risk to suffer irremediable loss if at any stage either of the parties renounces the contractual obligation. For the said and many other unsatisfactory results of the traditional ultra vires rule, many developed countries have either completely abolished it from their company law or greatly limited its applications to some statutorily defined cases only. But Bangladesh still retained the century’s old outmoded tradition, even though recently the Companies (Amendment) Act 2020 passed. In the array of the vast literature on this particular issue and a great number of legislative reform proposals in many other countries and instances of their legislative reforms, it is not understandable in the legislative policy of Bangladesh for retaining it. This article analyses the historical factors behind applying this rule, the irrationality of those considerations, and its present time irrelevance.

scholarly journals Post-Commencement Finance - Domiciled Resident or Uneasy Foreign Transplant?

2017 ◽  
Vol 20 ◽  
pp. 1
Author(s):  
Helena Stoop ◽  
Andrew Hutchison
Keyword(s):  
United States ◽  
South African ◽  
Developed Countries ◽  
The United States ◽  
Company Law ◽  
Essential Difference ◽  
Legal Transplant ◽  
New Business ◽  
Commercial Environment

The 2008 Companies Act introduced a new business rescue regime into South African Company law, bringing it into line with trends in developed countries, particularly the United States.  Indeed, it appears that the United States Chapter 11 model was followed in this process, introducing the business rescue concept as a legal transplant.  Corporate law is well suited to legislative borrowing, but there are important caveats to bear in mind when doing so.  In particular: the context and legal culture of the origin country may differ from those of the destination country.  South Africa’s commercial environment is different from that of the United States, problematizing a transplant of Chapter 11’s concepts.  Post-commencement finance will be used as a micro-study of this broader phenomenon, and this topic will be investigated with comparative reference to the United States position.  It will be argued that an essential difference between the two procedures is the lack of legislatively mandated court oversight in South Africa.  This impacts on the interests of creditors, as well as the availability of fresh finance.  The result is problems in the implementation of the post-commencement finance provisions, which threaten the viability of this particular legal transplant.

Creating theSociedad de Responsabilidad Limitada: The Use of Legal Flexibility in Spanish Company Law, 1869–1953

2016 ◽  
Vol 90 (2) ◽  
pp. 227-249 ◽  
Author(s):  
Susana Martínez-Rodríguez
Keyword(s):  
Legal System ◽  
Civil Law ◽  
Company Law ◽  
Legal Form ◽  
Commercial Code ◽  
New Business ◽  
Numerus Clausus

Spain approved the first law ofSociedad de Responsabilidad Limitada(SRL)—a legal form similar to the German GmbH—in 1953. However, the SRL had already been used, albeit without its own legislation, since the 1920s. How was this possible in a country whose legal system was based on civil law? Its 1885 Commercial Code lacked thenumerus claususprinciple for enterprise forms, a feature that gave entrepreneurs unusual freedom in organizing their firms, and in adopting new business forms not defined in the code. It also invites us to rethink the notion of rigidity in civil law.

The conceptual metaphors in law—a case analysis of PRC Company Law

2018 ◽  
Vol 3 (2) ◽  
pp. 269-285 ◽  
Author(s):  
Xiaolu Wang ◽  
Yanjun Tu
Keyword(s):  
Law Enforcement ◽  
Conceptual Metaphor ◽  
Company Law ◽  
Cognitive Domain ◽  
Legal Person ◽  
Conceptual Metaphor Theory ◽  
Republic Of China ◽  
Metaphor Theory ◽  
A Company

Abstract It is said that metaphor is often than not ignored in forensic language in respect of legislation, judiciary, law enforcement and dissemination, as people think that law is a rigorous discipline and legal language is rigid, and that the use of metaphor can make the law lose its accuracy and authority. Then what is the truth? Based on the Conceptual Metaphor Theory (CMT), this study aims to investigate the conceptual metaphor in the cognitive domain of law. The authors have conducted a text analysis and a follow-up review on Company Law of the People’s Republic of China (PRC Company Law for short) and extracted five categories of conceptual metaphor centering on A COMPANY IS A LEGAL PERSON, including its identity, rights, obligations, liabilities and relationship with other companies.

1. Overview

2019 ◽  
pp. 3-9 ◽  
Author(s):  
Derek French
Keyword(s):  
Company Law ◽  
Legal Person ◽  
Legal Proceedings ◽  
Basic Ideas ◽  
A Company

This chapter provides an overview of the work’s contents. It introduces the basic ideas of company law. A company is an artificial legal person capable of owning property, being a party to contracts, and being a claimant or defendant in legal proceedings. A company is created by registration at Companies House under the Companies Act 2006. A company is both an association of members (shareholders) and a person separate from its members. Members are not liable for the company’s debts. Members are only liable to make an agreed capital contribution in return for their shares. Members appoint directors to manage the company’s business and represent the company. Every company must have articles of association which set out the company’s constitution.

scholarly journals Textile & clothing clusters – sustainable development drive of the Romanian economy

2019 ◽  
Vol 69 (06) ◽  
pp. 483-488
Author(s):  
OLARU SABINA ◽  
GROSU CATALIN ◽  
EFTALEA CARPUS ◽  
GHITULEASA PYERINA CARMEN ◽  
PUIU MIRELA GRETI ◽  
...  
Keyword(s):  
Small Businesses ◽  
Developed Countries ◽  
Business Environment ◽  
Regional Competitiveness ◽  
Research And Innovation ◽  
New Business Formation ◽  
Research Organizations ◽  
New Business ◽  
International Interactions ◽  
National Systems

The tendency among developed countries is the development of national systems with complex international interactions, called by the specialists: “triangles of knowledge”. The triangle of knowledge, consisting of education, research and innovation, is realized through cooperation between education institutions, research organizations and the business environment. The importance of clusters to increase regional competitiveness comes from the fact that co-located businesses increase company productivity, lead to job creation, stimulate innovation, stimulate new business formation and support the survival and growth of small businesses. This paper presents elements for defining the Romanian clusters involved in textile & clothing sector and their activity analysis. According to the Ministry of Economy, in Romania there are 4 clusters in the textile & clothing sector, presented by development regions. For a detailed view of the Romanian textile & clothingclusters activity, the analysis of their economic indicators during the period 2012-2016 was carried out. The turnover achieved by the textile & clothing enterprises part of the four clusters was in 2016 of 1.19 billionRON, employing a staff of about 7078 employees. Clusters have the potential to create innovation-friendly ecosystems to strengthen SME clusters to better exploit their needs as a means of promoting economic growth.

scholarly journals Peculiarities of innovative management in the activities of international companies

2021 ◽  
Vol 2021 (2) ◽  
pp. 40-46
Author(s):  
Nataliya Kara ◽  
◽  
L. Zynych ◽  
Keyword(s):  
Innovation Management ◽  
New Technology ◽  
Developed Countries ◽  
Management Culture ◽  
Foreign Companies ◽  
New Business ◽  
Current Program ◽  
The Developed Countries ◽  
Implementation Leadership ◽  
Implementation Of Innovations

The article considers the role of innovation management in the enterprise on the experience of foreign companies. The essence of innovation management, its tasks and functions are substantiated. Innovation management - is one of the areas of strategic management, carried out at the highest level of the organization. Its purpose is to determine the main directions of production and scientific and technical activities of the enterprise. This is primarily the development and implementation of new technology and products, modernization and improvement of products and technology, further development of production of traditional products and withdrawal from production of obsolete products. Innovation management is characterized by goal setting and strategy selection, as well as four stages of the cycle: planning, setting conditions and organization, implementation, leadership. The allocation of functions in innovation management is due to the diversity of management activities in the chain idea - research - development - design - production - implementation of innovations. Under the functions of management means the type of activity that is necessary for the implementation of the general objectives of innovation management. On the example of foreign companies: Whirlpool, General Electric, DuPon, Visa the results of the introduction of innovation management are shown. The practice of the leading companies of the developed countries of the world shows that their success is connected with the development of a holistic system of innovation management, which is in constant and continuous development in accordance with changes in both the organization and the external environment. These companies create such an innovative structure and management culture in which the directions of innovative development are integrated into general strategic plans related to the constant development of promising new products and the creation of new business areas. Innovation management creates a long-term advantage if it meets one or more of three conditions: innovation is based on a new principle that challenges the orthodoxy of management; system innovation, covering a number of processes and methods; and this is part of the current program of the invention, where progress is combined with the passage of time.

Access to Medicines in the Light of Patent Law Regime in India

2020 ◽  
pp. 28-56
Author(s):  
Akanksha Jumde ◽  
Nishant Kumar
Keyword(s):  
Intellectual Property ◽  
Generic Drug ◽  
Patent Protection ◽  
Developed Countries ◽  
Access To Medicines ◽  
Patent Law ◽  
Healthcare Needs ◽  
The Poor ◽  
Legislative Reforms ◽  
The Developed Countries

This chapter aims to trace the development of patent law regime in India and analyze its evolution in response to globally-influential intellectual property framework, such as TRIPS and pressure from the developed countries US and Europe to open up her markets to permit cash-rich pharmaceutical companies to sell their drugs and receive patent protection in India. An observation of the legislative actions and judicial responses reveal that both the parliament and the supreme echelons of the judiciary have been tediously careful in protecting the healthcare needs of the poor by promoting the generic drug industry through a guarded interpretation of Section 3(d) of Patents Act, 1970. The objective of the chapter is to critically analyze the legislative reforms and judicial interpretations of patent law in light of the socio-economic needs of the country.

scholarly journals Online platforms in the system of modern international digital trade

E-Management ◽  
2020 ◽  
Vol 3 (2) ◽  
pp. 63-69
Author(s):  
T. Sosnov ◽  
A. Pasko
Keyword(s):  
International Trade ◽  
Business Models ◽  
Developed Countries ◽  
International Exchange ◽  
Marginal Costs ◽  
Online Platforms ◽  
New Business ◽  
Competition Rules ◽  
Delivery Services ◽  
Key Aspects

At the present stage of the development of international trade, online platforms have a defining impact on its development, as new business models appear, on the basis of which it becomes possible to significantly reduce marginal costs and increase productivity. The relevance of the problems investigated in the article increases as the format of international trade changes, when in a recession, new tools are needed to raise the efficiency of export-import operations between countries. The theoretical and methodological framework of the considered aspects includes foreign and domestic studies in the field of digitalization and the digital transformation of the world economy.An attempt of the conceptual justification and typology of online platforms and their significance in the international exchange system has been made in the paper. The main advantages of cross-border transaction platforms have been shown, it has been concluded that the attributes of online platforms may not be unique or specific, but it is their competent combination that often determines the intensive growth of platforms. According to authors, in the current conditions of the pandemic COVID-19, the role of online platforms in international trade is increasing, and this happens both at the national (through, for example, the growing use of delivery services) and at the international level (ensuring the operation of international payment systems, or individual components global value chains). Approaches to the global regulation of online platforms also have been considered. It has been established that the adaptation of trade policy rules developed internationally regarding the activities of online platforms plays a very important role, and one of the key aspects in this regard is the prohibition of tariffs on electronic commerce transactions. At least, this approach is followed by developed countries. However, developing countries often challenge it, pointing to the distortion of fair international competition rules as an argument.

Lifting the Corporate Veil: A Reassessment of the Fraud Exception

1997 ◽  
Vol 56 (2) ◽  
pp. 284-290 ◽  
Author(s):  
Jennifer Payne
Keyword(s):  
Company Law ◽  
Legal Person ◽  
Legal Obligation ◽  
Corporate Form ◽  
English Law ◽  
Fraud Exception ◽  
A Company

If students of company law know just one case, that case will be Salomon v. A. Salomon & Co. Ltd. which firmly established the English law principle that a company is a legal person entirely separate and distinct from the members ofthat company. It is trite law that a rather hefty veil is drawn between these two that can be lifted only in a limited number of circumstances that seem to fluctuate according to current judicial thinking. However, it “is well established that the courts will not allow the corporate form to be used for the purposes of fraud or as a device to evade a contractual or other legal obligation”, a principle which is referred to hereafter as the “fraud exception” to the Salomon principle.

U.S. Business Interests in Cuba and the Rise of Castro

1965 ◽  
Vol 17 (3) ◽  
pp. 440-459 ◽  
Author(s):  
Leland L. Johnson
Keyword(s):  
Private Investment ◽  
Developed Countries ◽  
The United States ◽  
Foreign Assistance ◽  
Assistance Program ◽  
New Business ◽  
Human Skills ◽  
The Government ◽  
Direct Government ◽  
Private Investors

Private investment in Latin America by citizens of the United States, as well as in other less-developed areas of the world, is widely regarded as a valuable—if not an indispensable—component of the overall U.S. foreign assistance program. By quickly identifying and exploring promising new business opportunities, and by providing financial resources and human skills required to translate them into going ventures, U.S. investment activities can make a vital contribution to economic development. Recognizing the role of private investment in furthering its national interests, the U.S. government has for a number of years sought to promote the flow of new investment: a rapidly growing investment guarantee program, direct government loans to eligible private investors, and investment information services are some of the instruments employed by the government in pursuing this objective. To provide additional incentives, a bill currently before Congress stipulates that U.S. investors making certain kinds of new investments in eligible, less-developed countries would be permitted to deduct 30 per cent of the cost of the investment from their total federal income-tax obligations.

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