scholarly journals Corporate conflict prevention: comparative legal aspects

2020 ◽  
pp. 193-196
Author(s):  
Pavlo Bortsevych
Keyword(s):  
United States ◽  
The United States ◽  
Legal Aspects ◽  
Share Price ◽  
Joint Stock Company ◽  
Legal Analysis ◽  
Negative Consequences ◽  
Stock Company ◽  
Corporate Rights ◽  
Operational Activity

The article presents a comparative legal analysis of the laws of Ukraine and the United States regarding the regulation of corporate relations and corporate conflicts. Corporate conflict can be defined as disagreements (disputes) between shareholders (investors) and managers in connection with the violation of shareholders' rights that lead or may lead to claims against the company controlling the shareholder or executives regarding the decisions taken by them, early termination of powers. management, significant changes in the composition of shareholders. Even when examining the nature of the relationship between objective and subjective causes of conflicts, the following features may be noted: the clear distribution of objective and subjective causes of conflicts, and even more so their opposition, is obviously unlawful. Any objective reason plays a role in the emergence of a specific conflict situation, including due to the action of subjective factors. As a rule, corporate conflicts in joint stock companies are the property rights of the shares of the company and the rights that these securities give (participation in management, participation in the distribution of profits of the company, etc.). The interests of shareholders are aimed at generating income from the company's activities. Earning income can be realized in two ways - paying dividends and increasing the share price. In the process of addressing these issues in practice, there may be abuse of corporate rights, including greenmail. The main attention is paid to the issues of preventing greenmail, which, although not an offense, can cause losses to the business entity and its participants. The term "greenmail" in the literature is interpreted as a procedure for the acquisition of a large number of shares of a company in order to create a threat to its hostile takeover in order to resell these shares at an overpriced price to the same company. The following main features of corporate greenmail can be identified: - it is a form of intervention in the activities of a joint-stock company; -  based on the fact that the person owns a certain number of shares, which does not allow to make a significant impact on the process of managing a joint-stock company; - the intervention is aimed at hindering the operational activity of a joint-stock company and, as a consequence, creating certain negative consequences for the company and (or) its shareholders, including in their financial and property sphere; - the purpose of such conduct is to sell its block of shares at an inflated price to the controlling shareholder or to the company itself or to obtain another property grant; - the actions of corporate greenmailers are formally legitimate, but may be qualified as abuse of law. In the United States, greenmail is interpreted differently in individual states, but what is common is that greenmail is an abuse of rights and may cause harm to the company and its members. There is no definition of greenmail at the legislative level in Ukraine. This is due to the fact that in Ukraine the phenomenon of greenmail due to the lack of development of corporate relations in comparison with the United States has not yet become widespread, however, it should not be ruled out the significant spread of greenmail in the future. The conclusions of the analysis include recommendations to prevent greenmail.

Models of legal adoption: comparative characteristics of the legislation of the Russian Federation and the United States

2018 ◽  
Author(s):  
Елена Татаринцева ◽  
Elena Tatarintseva
Keyword(s):  
United States ◽  
Russian Federation ◽  
Functional Model ◽  
The United States ◽  
Legal Analysis ◽  
Negative Consequences ◽  
Federal Law ◽  
Wide Range ◽  
The Russian Federation ◽  
Legislative Improvement

Adoption is a complex social and legal institution designed to best meet the interests of children who have lost parental care, in family education. Violation of the principle of subsidiarity of international adoption at the adoption of Russian children by U.S. citizens has led to multiple negative consequences, expressed in the loss of the Russian Federation the national resources of the country. A rethinking of this process was the adoption of the Federal law dated 28.12.2012 № 272-FZ, known as the "Dima Yakovlev Law" banning the adoption of children - Russian citizens - American citizens. In this monograph the author for the first time on the basis of primary sources, carried out comprehensive comparative legal analysis of current legislation of the Russian Federation and the United States of America in the field of adoption. It is concluded that the differences in the legal effects of adoption due to contradictions of the traditional Russian model of legal adoption and similar American functional model and the ways of their legislative improvement. The monograph contains law enforcement materials for the work of bodies of trusteeship and guardianship authorities and courts of the Russian Federation. The author's work is designed not only for specialists but also for a wide range of readers.

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.

The Anglo-American misconception of stockholders as ‘owners’ and ‘members’: its origins and consequences

2019 ◽  
Vol 16 (5) ◽  
pp. 623-642 ◽  
Author(s):  
David Ciepley
Keyword(s):  
United States ◽  
The United States ◽  
East India Company ◽  
Joint Stock Company ◽  
Constitutional Rights ◽  
Stock Company ◽  
Shareholder Primacy ◽  
Business Corporation ◽  
Anglo American ◽  
English East India Company

AbstractThat stockholders “own” the corporation and are its “members,” are assumptions deeply embedded in Anglo-American treatments of the business corporation. They are also principal supports of the policy of “shareholder primacy” and, in the United States, of the corporate claim to constitutional rights. This article critiques these assumptions, while also explaining why they took hold. Among several reasons for this, the primary explanation is to be found in the peculiar parentage of England's first major business corporation, the English East India Company (EIC). The EIC did not begin its life as a true business corporation, but as a cross between a guild (a form of member corporation) and a joint stock company (a form of partnership). In the transition to a unified business corporation, its stockholders inherited the monikers of “member” and “owner” from their guild and partner forebears. This mis-description set the legal mold for all subsequent Anglo-American treatments of stockholders.

scholarly journals COMPARATIVE LEGAL ASPECTS OF ENSURING THE ECONOMIC SECURITY OF COMPANIES IN RESOLVING CORPORATE CONFLICTS IN UKRAINE AND THE UNITED STATES

2019 ◽  
Vol 5 (1) ◽  
pp. 54
Author(s):  
Vitalii Demianchuk ◽  
Pavlo Bortsevych
Keyword(s):  
United States ◽  
The United States ◽  
Legal Aspects ◽  
Economic Security ◽  
Structural Method ◽  
Corporate Rights ◽  
Legal Method ◽  
Analysis And Synthesis ◽  
The Subject ◽  
Definition Of

The aim of the article is to reveal the legal nature of corporate conflicts and ways to overcome them in Ukraine and the United States. The subject of the study is corporate conflicts caused by the corporate relations that arise between the owners of corporate rights, as well as the relationship between the owners of corporate rights and management bodies of the company. Methodology. The study is based on general scientific and specialscientific methods and techniques of scientific knowledge. The logical semantic method enabled to determine the content of the concepts of “corporate conflict” and “greenmail”. The comparative legal method enabled to compare the doctrinal approaches to this issue. The same method enabled to analyse US law regarding the subject matter. The normative dogmatic method enabled to interpret the content of legal regulations of domestic and foreign legislation that regulate the issue of corporate conflicts and ways to overcome them. The system-structural method enabled to analyse objective and subjective causes of corporate conflicts. Methods of analysis and synthesis enabled to distinguish features of corporate blackmail as the cause of corporate conflicts. The method of legal modelling enabled to develop proposals regarding greenmail prevention in Ukraine. Practical implications. Studies on the issue of greenmail in the US helped to develop recommendations for prevention of greenmail in Ukraine, as well as to identify issues requiring further consideration and research. Relevance/originality. The concepts of “corporate conflict” and “greenmail” are defined. The objective and subjective causes of the occurrence of corporate conflicts, the reasons for their occurrence, as well as the subjective component of the parties to the corporate conflict are analysed. The absence of the legal definition of the concept of greenmail and the effective mechanism of its prevention is stated, therefore, appropriate recommendations to prevent its occurrence are formulated.

Studying Demand for Institutes of Corporate Governance: Legal Aspects

2003 ◽  
pp. 50-61 ◽  
Author(s):  
T. Medvedeva ◽  
A. Timofeev
Keyword(s):  
Corporate Governance ◽  
Legal Aspects ◽  
Joint Stock Company ◽  
Federal Law ◽  
Stock Company ◽  
Open Joint Stock Company ◽  
Open Joint ◽  
Market Relations ◽  
Corporate Legislation

The article analyzes legal aspects of institutes of corporate governance. Different draft laws "On Joint-Stock Companies" are considered which reflected interests of separate groups of participants of market relations. Stages of property redistribution are outlined. The advantages of the model of the open joint-stock company are formulated. Special attention is paid to the demand for legal institutes of corporate governance as well as to the process of accepting the Federal Law "On Entering Amendments to the Federal Law "On Joint-Stock Companies"" which was enacted in 2002. The article contains proposals directed at improvement of corporate legislation.

scholarly journals International Perspectives on COVID-19 Communication Ecologies: Public Health Agencies’ Online Communication in Italy, Sweden, and the United States

2021 ◽  
pp. 000276422199283
Author(s):  
Serena Tagliacozzo ◽  
Frederike Albrecht ◽  
N. Emel Ganapati
Keyword(s):  
Public Health ◽  
United States ◽  
Social Groups ◽  
Online Communication ◽  
The United States ◽  
Negative Consequences ◽  
Public Health Agencies ◽  
Communication Ecology ◽  
Health Agencies ◽  
National Public Health

Communicating during a crisis can be challenging for public agencies as their communication ecology becomes increasingly complex while the need for fast and reliable public communication remains high. Using the lens of communication ecology, this study examines the online communication of national public health agencies during the COVID-19 pandemic in Italy, Sweden, and the United States. Based on content analysis of Twitter data ( n = 856) and agency press releases ( n = 95), this article investigates two main questions: (1) How, and to what extent, did national public health agencies coordinate their online communication with other agencies and organizations? (2) How was online communication from the agencies diversified in terms of targeting specific organizations and social groups? Our findings indicate that public health agencies relied heavily on internal scientific expertise and predominately coordinated their communication efforts with national government agencies. Furthermore, our analysis reveals that agencies in each country differed in how they diversify information; however, all agencies provided tailored information to at least some organizations and social groups. Across the three countries, information tailored for several vulnerable groups (e.g., pregnant women, people with disabilities, immigrants, and homeless populations) was largely absent, which may contribute to negative consequences for these groups.

Didactic education in paediatric cardiology during the COVID-19 pandemic: a national fellow survey

2020 ◽  
pp. 1-4
Author(s):  
Madhusudan Ganigara ◽  
Chetan Sharma ◽  
Fernando Molina Berganza ◽  
Krittika Joshi ◽  
Andrew D. Blaufox ◽  
...  
Keyword(s):  
United States ◽  
Online Learning ◽  
United States Of America ◽  
Formal Education ◽  
Medical Training ◽  
Nationwide Survey ◽  
The United States ◽  
Negative Consequences ◽  
Paediatric Cardiology ◽  
The Impact

Abstract The coronavirus disease 2019 (COVID-19) pandemic has had a profound impact on medical educational curricula. We aimed to examine the impact of these unprecedented changes on the formal education of paediatric cardiology fellows through a nationwide survey. A REDCap™-based voluntary anonymous survey was sent to all current paediatric cardiology fellows in the United States of America in May, 2020. Of 143 respondents, 121 were categorical fellows, representing over one-fourth of all categorical paediatric cardiology fellows in the United States of America. Nearly all (140/143, 97.9%) respondents utilised online learning during the pandemic, with 134 (93.7%) reporting an increase in use compared to pre-pandemic. The percentage of respondents reporting curriculum supplementation with outside lectures increased from 11.9 to 88.8% during the pandemic. Respondents considered online learning to be “equally or more effective” than in-person lectures in convenience (133/142, 93.7%), improving fellow attendance (132/142, 93.0%), improving non-fellow attendance (126/143, 88.1%), and meeting individual learning needs (101/143, 70.6%). The pandemic positively affected the lecture curriculum of 83 respondents (58.0%), with 35 (24.5%) reporting no change and 25 (17.5%) reporting a negative effect. A positive effect was most noted by those whose programmes utilised supplemental outside lectures (62.2 versus 25.0%, p = 0.004) and those whose lecture frequency did not decrease (65.1 versus 5.9%, p < 0.001). Restrictions imposed by the COVID-19 pandemic have greatly increased utilisation of online learning platforms by medical training programmes. This survey reveals that an online lecture curriculum, despite inherent obstacles, offers advantages that may mitigate some negative consequences of the pandemic on fellowship education.

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.

Misusing historical analogies limits US policy options

2021 ◽  
Keyword(s):  
United States ◽  
Middle East ◽  
The United States ◽  
Policy Options ◽  
Negative Consequences ◽  
Content Type ◽  
White House ◽  
Decision To Leave ◽  
Us Military ◽  
The Future

Significance The Vietnam analogy implies that President Joe Biden’s decision to leave Afghanistan will have deeply negative consequences for the United States. However, Afghanistan is not Vietnam and the Biden withdrawal needs to be considered within the wider context of his administration’s review of US commitments abroad. Impacts The White House will be pressured to clarify the future of other US military commitments, particularly in Iraq. Biden will seek to reassure allies, particularly those in NATO, that his commitment to multilateralism will not diminish. Biden may seek an opportunity for a military show of force, possibly in the Middle East, to refute accusations of weakness.

Where a Subdivision Is Not a “Subdivision”: State Enabling Statutes and the Local Regulation (or Not) of Land Division in the United States

2016 ◽  
Vol 37 (3) ◽  
pp. 286-298 ◽  
Author(s):  
David L. Prytherch
Keyword(s):  
United States ◽  
The United States ◽  
Legal Analysis ◽  
Local Regulation ◽  
American States ◽  
Central Pillar ◽  
Rural Sprawl

Subdivision control has long been a central pillar of planning. Nonetheless, many American states statutorily exempt entire classes of land division from local subdivision control. This legal analysis therefore asks the following: Which land divisions are localities actually enabled by statute to regulate as “subdivisions”? Which are exempted from subdivision control? What are the implications for development and planning, particularly at the exurban fringe? This fifty-state review reveals diverse ways subdivisions are defined and particular divisions—involving no new streets, large parcels, or small numbers of lots—commonly exempted from regulation, and possible consequences for managing rural sprawl.

Sign in / Sign up

Export Citation Format

Share Document