Related Party Transactions mit kontrollierenden Aktionären

2021 ◽  
Author(s):  
Andreas Roth
Keyword(s):  
German Law ◽  
Shareholder Rights ◽  
Legal Analysis ◽  
Related Party Transactions ◽  
National Implementation

With the adoption of the new Shareholder Rights Directive, the European legislator has, after an intensive debate, enacted harmonized rules for the regulation of Related Party Transactions, which have been incorporated into German law with the implementation of the ARUG II. This thesis takes a critical look at the new regulatory concept by first elaborating the over-positive aspects of the regulation of Related Party Transactions and then evaluating the European rules and their national implementation against the background of a comparative legal analysis of previous institutions under German and British law.

scholarly journals Posebna naknada za troškove prouzročene vjerovniku dužnikovim zakašnjenjem s ispunjenjem novčane obveze u poslovnim transakcijama (paušalna naknada troškova naplate)

2020 ◽  
Vol 41 (1) ◽  
pp. 155-176
Author(s):  
Ivan Tot
Keyword(s):  
Comparative Method ◽  
German Law ◽  
Legal Analysis ◽  
Member States ◽  
Eu Member States ◽  
Lump Sum ◽  
Legal Nature ◽  
Legal Consequence ◽  
Laws And Regulations

One of the novelties introduced into Croatian law with the Financial Operations and Pre-Bankruptcy Settlement Act of 2012 (ZFPPN) is the introduction of a new legal consequence of late payment in the so-called commercial transactions. On the basis of Art. 13 (1) of the ZFPPN, the creditor of a monetary obligation is ex lege entitled to a lump sum compensation for recovery costs in Croatian kunas in the amount equivalent of forty euros. This lump sum compensation, designated in the ZFPPN as “a special compensation for the creditor's recovery costs incurred due to debtor's late payment in commercial transactions”, was introduced into Croatian law in order to comply with the provisions of the Art. 6 Directive 2011/7/EU. The paper discusses the legal nature and functions of the lump sum compensation for recovery costs and analyses the conditions for the arising of the creditor's right to a lump sum compensation, maturity and prescription of the claim to a lump sum compensation. The interpretation of the provisions of the ZFPPN in this paper is based on a comparative legal analysis and is in line with the Directive 2011/7/EU. In the utilisation of the comparative method, the solutions adopted in Austrian and German law were primarily considered, while the research also included the laws and regulations of all EU Member States that were adopted in the tranposition of the provisions of Art. 6. Directive 2011/7/EU.

Commercial Arbitration in Germany

2016 ◽  
Author(s):  
Kreindler Richard ◽  
Wolff Reinmar ◽  
Rieder Markus S
Keyword(s):  
Life Cycle ◽  
German Law ◽  
Legal Framework ◽  
Arbitral Tribunal ◽  
Legal Analysis ◽  
International Arbitration ◽  
Commercial Arbitration ◽  
Recognition And Enforcement ◽  
Practical Guidance ◽  
International Chamber Of Commerce

This book provides a detailed commentary on and analysis of German arbitration law and practice. This title covers both domestic and international arbitration in all its stages. The work details the legal framework for German-related arbitration and provides practical guidance on the appropriate choices, with a specific focus on particularities of German law and practice. The book navigates along the life cycle of an arbitration, commencing with the arbitration agreement, continuing with the arbitral tribunal, the arbitral proceedings and interim relief, and concluding with the arbitral award including its recognition and enforcement. At each stage, the work combines exhaustive legal analysis, clear and concise presentation, and a practical and accessible approach. Arbitration in Germany continues to grow as the country builds on its reputation as a suitable venue for international arbitration. This trend is reflected in the increasing relevance of the German Institution of Arbitration (DIS), which currently has more than 1,150 members domestically and overseas, including numerous major trade organizations and chambers of commerce, leading German companies, judges, lawyers and academics. The number of arbitration cases under the DIS Rules has more than doubled since 2005 while statistics of the International Chamber of Commerce (ICC) show that Germany is the fifth most frequently chosen place of arbitration and German law is the fourth most frequently chosen law. Even where the place of arbitration is outside Germany, German arbitration law plays an increasingly important role for the recognition and enforcement of awards. This particular significance is highlighted by Germany's strong export-oriented economy and is mirrored in the fact that German parties are the second most frequently encountered nationality among parties in ICC arbitrations worldwide.

Insolvenzzwecke in Deutschland und Frankreich

2019 ◽  
Author(s):  
Saskia Naomi Merle
Keyword(s):  
German Law ◽  
Bankruptcy Law ◽  
Legal Analysis ◽  
French Law ◽  
Legal Requirements ◽  
Member States ◽  
Eu Member States ◽  
The Face ◽  
The Eu

As a result of the recently announced restructuring and insolvency directive, the Europeanisation of bankruptcy law has reached a new peak. In view of this, there is an urgent need to discuss the law’s procedural purposes, as the EU member states’ national laws differ enormously in this respect. French law, for example, favours restructuring in many areas. In contrast, the German procedure primarily aims to satisfy creditors in equal measure, which appears indispensable in principle due to constitutional and European legal requirements. In the face of political ‘restructuring hype’, this comparative legal analysis also shows, however, to what extent a firm’s restructuring should be supported in German law and which paths would possibly be open for this undertaking. In this context, this study pays particular attention to pre-insolvency restructuring instruments within the parameters of the aforementioned directive.

scholarly journals Comparative Legal Analysis of Modern Civil Law Sources in Russia, France and Germany

2020 ◽  
Vol 1 (12) ◽  
pp. 149-161
Author(s):  
A. A. Makarushkova ◽  
I. V. Solovyeva
Keyword(s):  
Common Ground ◽  
Civil Law ◽  
German Law ◽  
Legal Systems ◽  
Legal Analysis ◽  
Law System ◽  
Legal Traditions ◽  
Current Trends ◽  
Civil Codes ◽  
Civil Law System

Based on a comparative legal analysis, the paper discusses modern approaches to the system of sources of civil law in Russia, France and Germany. The authors draw attention to the similarities and differences (in form, name, structure, content, significance) of the sources of civil law of these countries, due to objective and subjective factors, as well as features of their legal systems. It is noted that the range of sources of civil law in France and Germany is much wider than in Russia. Among the sources of civil law of these legal systems, civil codes and laws containing civil law form a common ground for the system. Current trends include significant expansion and complication of the Russian civil law system of sources and its convergence with the laws of France and Germany. The authors conclude that there is a need to systematize and consolidate the detailed system of sources of civil law in Art. 3 of the Civil Code of the Russian Federation, the adjustment of certain legal institutions of French and German civil law in order to improve Russian legislation and develop modern sources of Russian civil law and their system in the context of combining the experience of French and German law with domestic legal traditions.

scholarly journals Wpływ ustawodawstwa III Rzeszy na polskie projekty ustaw eugenicznych (1933–1939)

2021 ◽  
Vol 20 (1) ◽  
pp. 53-80
Author(s):  
Marcin Jędrysiak ◽  
Keyword(s):  
German Law ◽  
Third Reich ◽  
Point Of View ◽  
Legal Analysis ◽  
German Legislation ◽  
History Of ◽  
The Law ◽  
The Third Reich ◽  
German People ◽  
Anti Jewish

The matter of development of the eugenic movement Has already been described in the Polish science. A lot has been written regarding both the law of the Third Reich, as well as the history of the Polish eugenic movement. However Polish project of eugenic laws have never been thoroughly analyzed from the legal point of view, despite this topic being an object to commentaries in the Interwar period. Up to this point no one attempted to analyze how strongly did the Nazi eugenic concepts influenced the Polish projects of eugenic laws. According to some authors such inspirations are easily noticeable. Thus the thesis that the German law strongly influenced the Polish projects shall be subjected to a critical analysis. The goal of the paper is to compare the German eugenic law with Polish concepts on that matter, especially projects made by Leon Wernic. Due to the use of the comparative legal analysis in the historical perspective, it was possible to indicate the similarities and dissimilarities between the Polish projects and the Nazi laws: Law for the Prevention of Hereditary and diseases of offspring; the Nuremberg Laws; the Law for the Protection of the Health of the German People. The Polish drafts include the Preventive Eugenics Act published in 1934, the drafts of four eugenics laws published in 1935; project of the law: ,,On the inhibition of reproduction of dysgenic individuals” created by Wernic; draft of the law ,,On the inhibition of undesirable reproduction” made by Witold Łuniewski and ,,Eugenics Laws” prepared by Bohdan Ostromęcki. The so-called „Eugenics Act” of 1938 has also been analyzed. The paper indicates that although Wernic explicitly pointed out his inspiration by German and Italian legislation, his concepts as well as concepts of other Polish eugenicists are original. Similarities with German legislation can be seen for example in the procedure of sterilization or a certain concordance of the catalog of diseases which qualified for sterilization. The Polish proposals, however, were not identical with the Nazi proposals. Neither were they racist or anti-Jewish in content. Moreover, the role of so-called positive eugenics was more strongly emphasized in Poland than in Germany.

Invalidity of interested party transactions, made by joint-stock companies: a comparative legal experience

2018 ◽  
Author(s):  
Александр Трофимик ◽  
Aleksandr Trofimik
Keyword(s):  
Russian Federation ◽  
Legal Regulation ◽  
New Order ◽  
Legal Analysis ◽  
Law And Order ◽  
Federal Law ◽  
Related Party Transactions ◽  
The Russian Federation ◽  
Definition Of

The monograph is devoted to complex and system research of the problems in legal regulation concerning invalidity of related-party transactions in the context of the last short stories contained Chapter 11 of the Federal Law «On Joint-Stock Companies». With the application of comparative legal methodin this article is an attempt to establish fundamental primary legal unities of law and order in Germany and the Russian Federation in corresponding regulation and to differentiate substantial characteristics of theologically equivalent legal mechanisms. In this article such aspects of counteraction to conflict of interest in Germany’s Joint-Stock Companies are considered, which have not been presented in Russian research works earlier. In the article is given a doctrinal definition of the term «related-party transactions», analyzed a new order of making related-party transactions with relation to given guaranties for declaring a transaction voidable, formulated the invalidity elements of related-party transactions. The author made an attempt of technical legal analysis of invalidity elements correlation, established by the paragraph of third point 1 of Article 84 of the Federal Law «On Joint-Stock Companies», and in accordance with point 2 of Article 174 of the Civil Code of the Russian Federation.

scholarly journals Novi regulatorni okvir za transakcije s povezanim osobama

2020 ◽  
Vol 41 (1) ◽  
pp. 219-242
Author(s):  
Antonija Zubović
Keyword(s):  
German Law ◽  
Regulatory Framework ◽  
Minority Shareholders ◽  
Related Party Transactions ◽  
Prior Approval ◽  
Open Issues

In the article author analyses the new regulatory framework for related party transactions adopted in the revised Shareholders' Rights Directive (SRD II), which was transposed into Croatian law by the amendment of the Companies Act 2019. The protection of the company and minority shareholders is prescribed by the provisions of prior approval of related party transactions and increasing the transparency requirements of related party transactions. The paper analyses the adopted provisions and open issues in their implementation and compares them with the solutions adopted in German law and the proposed amendment to the Slovenian Companies Act.

The Mythical Value of Voice and Stewardship in the EU Directive on Long-term Shareholder Engagement: Rights Do Not an Engaged Shareholder Make

2018 ◽  
Vol 20 ◽  
pp. 88-115 ◽  
Author(s):  
Deirdre AHERN
Keyword(s):  
Corporate Governance ◽  
Shareholder Rights ◽  
Executive Pay ◽  
Related Party Transactions ◽  
Shareholder Engagement ◽  
Eu Directive ◽  
Self Interest ◽  
Regulatory Impact ◽  
The Eu

AbstractThrough the lens of assessing the likely regulatory impact of the 2017 EU Directive on Long-term Shareholder Engagement and its amendments to the 2007 Directive on Shareholder Rights, this article considers the mythical voice and stewardship role attributed by the EU to shareholders as active corporate governance gatekeepers and drivers of its long-term sustainability agenda. It identifies limitations of the Directive itself and practical challenges concerning the provisions on shareholder identification, executive pay, related party transactions, proxy advisors and shareholder engagement policies. It is argued that there is a considerable normative gap between the EU narrative of engagement and the challenge of engaging shareholders away from self-interest and rational apathy to fulfil a stewardship role.

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