Die Kompetenzverteilung zwischen Vorstand und Hauptversammlung im Rahmen des Merger of Equals

2021 ◽  
Author(s):  
Dirk Schmidbauer
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
The Board Of Directors ◽  
Business Combination ◽  
Stock Corporation

For transnational mergers of listed corporations, the merger of equals procedure is chosen frequently. This thesis comprehensively deals with the delimitation of the competences of the board of directors and the general meeting of a listed stock corporation in the case of the merger of equals. It is examined whether the conclusion of the business combination agreement requires the approval of the general meeting or whether it falls exclusively within the competence of the board of directors. Furthermore, it is examined whether the merger as such falls within the competences of the general meeting, in particular whether the merger establishes unwritten competences of the general meeting.

Vorstandshaftung und Vertraulichkeit

2020 ◽  
Author(s):  
Philipp Pauschinger
Keyword(s):  
Board Of Directors ◽  
Supervisory Board ◽  
General Meeting ◽  
Corporation Law ◽  
The Board Of Directors ◽  
Stock Corporation

May breaches of duty by members of the board of directors remain confidential? This is often the only way to avoid further damage to the company. However, appropriate information is a prerequisite for shareholders to be able to exercise their rights in the context of board liability. In this context Philipp Pauschinger examines the duties to provide information under stock corporation law and develops a system of tiered shareholder information based on the reporting obligations of the supervisory board, accounting regulations, the shareholders' right to ask questions in the general meeting and the report of the special auditor. In a further step, he shows how this system strengthens the liability of the executive bodies in the company's interest.

M. Video-Eldorado: improving corporate governance to increase efficiency

2021 ◽  
pp. 69-71
Author(s):  
A.V. Butov
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
General Meeting ◽  
Annual General ◽  
Independent Directors ◽  
Annual General Meeting ◽  
The Board Of Directors ◽  
Increase Efficiency

M. Video reports that the company’s board of directors has decided to hold an annual general meeting of shareholders on May 7, 2021. As part of the implementation of measures to improve corporate governance, the Board of Directors approved the list of candidates for the new composition of the Board. If appropriate decisions are made by the shareholders, the share of independent directors in the board of directors will increase to one third.

Notice, Agenda and Quorum for Meetings of Directors

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Basic Requirement ◽  
The Board Of Directors ◽  
Time Periods

As has been discussed in Chapter 2 concerning the giving of notice of meetings to convene a valid general meeting of members, the necessity to give due and proper notice of a meeting is a basic requirement for convening a meeting that can proceed to transact lawful business. In this chapter the requirements of notice of meetings are discussed with regard to meetings of the board of directors. The requirements of giving due notice in relation to meetings of directors are less stringent than those relating to meetings of members, for in relation to the latter the governing legislation prescribes requisite time periods for certain categories of meeting and the passing of certain types of resolutions.

Meetings of Members Ordered by the Court

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Financial Statements ◽  
Company Law ◽  
Constitutional Rights ◽  
Share Capital ◽  
The Board Of Directors ◽  
A Company

The two key organs of a company are the board of directors and the members of the company exercising their constitutional rights in a general meeting. Company law attaches great significance to the due convening of general meetings of shareholders. The general meeting is the forum for considering many of the essential matters relating to the company’s affairs including increasing or reducing the share capital of the company, changes to the memorandum or articles of association, alterations to the composition of the board of directors, considering the content of the company’s financial statements and approving dividends.

scholarly journals Role of Board- Manager Relation on Cooperative Performance

2018 ◽  
Vol 6 ◽  
pp. 60-77
Author(s):  
Dhaneshwar Rakhal
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Interdisciplinary Studies ◽  
Return On Assets ◽  
Mutual Help ◽  
Secondary Sources ◽  
Wide Range ◽  
Credit Cooperatives ◽  
The Board Of Directors ◽  
The Relationship

Cooperatives are based on the philosophy of equality and mutual help i.e. 'All for each and each for all'. They cover a wide range of development services in Nepalese context. The members of a cooperative elect a board of directors in its general meeting for the day to day operation. The board prepares policy and procedures, and appoints manager(s) to implement the policies and run the program. One of the internal issues in saving and credit cooperatives is the relationship between managers and the board of directors which affects on the performance level of the cooperative. In this regard, the main objective of this paper is to assess the relationship between managers and the board of directors, and its impact on the performance of saving and credit cooperatives in Pokhara. The study also covers the managers' feelings of job satisfaction, career development opportunities, and responsibilities of board of directors and managers. Out of 212 savings and credit cooperatives in Pokhara Sub-metropolitan, 77 cooperatives were selected as sample. A questionnaire survey with the mangers was carried out to derive the primary information, and annual audited reports are used as secondary sources of data. The results indicate that board-manager relation does not affect the responsibilities of board of directors and managers, and academic qualifications of managers are positively related to performance of the cooperatives. Finally the paper concludes that the board manager relationship is positively related to return on assets of the cooperatives. Janapriya Journal of Interdisciplinary Studies, Vol. 6 (December 2017), page: 60-77

Authentication of Deed of Minutes of General Meeting of Shareholders Implemented With The Concept of Cyber Notary Reviewed From Article 16 Paragraph (1) Letter M of Law No. 2 of 2014 On Notary Department

Authentica ◽  
2020 ◽  
Vol 2 (1) ◽  
pp. 41-55
Author(s):  
Reza Amrullah
Keyword(s):  
Information Technology ◽  
Board Of Directors ◽  
Computer Networks ◽  
Research Method ◽  
General Meeting ◽  
Electronic Media ◽  
Analysis Method ◽  
Electronic Documents ◽  
The Board Of Directors ◽  
Notary Public

Cyber Notary is the use or utilization of information technology such as computers, computer networks, and/or other electronic media, such as teleconferences or video conferences in carrying out the tasks of the authority of a Notary Public. This study analyzes the authentication of electronic documents in the form of the minutes of the General Meeting of Shareholders in the Cyber Notary concept and the proof of the minutes of the General Meeting of Shareholders held with the concept of Cyber Notary. The research method used in this study is normative juridical. The source of legal material in this research is secondary legal material. This Legal Material Analysis Method is Normative Qualitative. Based on the results of the study found that Authentication of electronic documents in the form of the minutes of the General Meeting of Shareholders in the concept of Cyber Notary can be done by means of a Notary does not need to be present during the General Meeting of Shareholders of the Cyber Notary takes place. If the Notary is present directly at the meeting then it is actually dangerous for the Notary, because in the Cyber Notary RUPS there are meeting participants who attend using teleconferences or video conferences that do not allow the Notary to get to know all meeting participants who were present at the meeting. Making Deed of Minutes of the meeting is sufficient to be made by a Notary based on the Minutes of Meeting under the hand of the authorized shareholders to the Board of Directors to be drawn up by a Notary. Keywords: Strength of Proof; GMS Deed; Cyber Notary.

13. Corporate management

Company Law ◽  
2020 ◽  
pp. 275-320
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Company Law ◽  
Corporate Management ◽  
Strategic Decisions ◽  
The Board Of Directors ◽  
The Subject ◽  
The Uk ◽  
And Control ◽  
The Relationship

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015) aimed at bolstering the disqualification regime.

scholarly journals TANGGUNG JAWAB PEMEGANG SAHAM PERSEROAN TERBATAS MENURUT HUKUM POSITIF

2014 ◽  
Vol 26 (1) ◽  
pp. 72
Author(s):  
Mr Kurniawan
Keyword(s):  
Board Of Directors ◽  
Limited Liability ◽  
General Meeting ◽  
Commercial Law ◽  
The Board Of Directors ◽  
Personal Assets ◽  
Personal Liability ◽  
Unlimited Liability

Limited Liability Companies have completeness instrument called organ corporation which consists of General Meeting of Shareholders (GMS), the board of directors, and the board of commissioners. According to Commercial Law (KUHD), Act No. 1 of 1995 jo. Act No. 40 of 2007 on Limited Liability Companies, the principle liability of General Meeting of Shareholders (GMS) is limited on their share. But, if it is proven that, among others, there has been a mixing of the shareholder’s personal assets and the Company’s assets, so the limited liability turns into unlimited liability or personal liability. Perseroan Terbatas (PT) memiliki alat kelengkapan yang disebut organ perseroan terdiri dari Rapat Umum Pemegang Saham (RUPS), Direksi dan Dewan Komisaris. Menurut Kitab Undang-Undang Hukum Dagang (KUHD), UU PT No. 1 Tahun 1995 jo. UU PT No. 40 Tahun 2007, tanggung jawab Pemegang Saham (RUPS) pada prinsipnya adalah bersifat terbatas pada saham yang dimiliki. Akan tetapi, apabila dapat dibuktikan bahwa telah terjadi pembauran harta kekayaan pribadi Pemegang Saham dengan harta kekayaan perseroan, maka tanggung jawab terbatas tersebut akan berubah menjadi tanggung jawab tidak terbatas atau tanggung jawab pribadi.

The Role of the Chairman

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Vast Array ◽  
Effective Manner ◽  
Procedural Control ◽  
The Board Of Directors ◽  
A Company

For there to be an effective general meeting of members of a company someone has to perform the role of chairman and be appointed to that position. The appointment of a chairman is an indispensable part of any meeting. In the absence of a person exercising procedural control over the affairs of the general meeting it may be unable to proceed to transact business in an orderly manner. At a shareholders’ meeting that person is often the chairman of the board of directors of the particular company but this is not always the case. The chairman is the person who conducts the meeting and leads it through the business on the agenda which is to be transacted. A vast array of skills are required in order to discharge this important role in an efficient and effective manner. In carrying out this task the chairman must have regard not only to the interests and concerns of the majority present but also the rights of the minorities.

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