Die Corporate Governance der Bankaktiengesellschaft

2022 ◽  
Author(s):  
Christoph Badenheim
Keyword(s):  
Functional Analysis ◽  
Corporate Governance ◽  
Public Interest ◽  
Legal Framework ◽  
Corporate Law ◽  
Risk Prevention ◽  
Economic Perspective ◽  
The Public ◽  
Guiding Principle ◽  
Corporate Objective

The regulation of banks' internal corporate governance is characterized by an interplay between banking supervisory law and corporate law. This book examines the resulting special corporate law of banks from a legal-doctrinal and functional-economic perspective. First, the economic specifics of the corporate governance of banks are examined. Then, the current legal framework is analysed and the corporate objective of banks – as a guiding principle for directors’ duties – is determined. Finally, the special corporate law of banks is subjected to a functional analysis against the backdrop of the regulatory objectives – risk prevention in the public interest – and corresponding reform proposals are made.

scholarly journals Corporate Governance of Artificial Intelligence in the Public Interest

Information ◽  
2021 ◽  
Vol 12 (7) ◽  
pp. 275
Author(s):  
Peter Cihon ◽  
Jonas Schuett ◽  
Seth D. Baum
Keyword(s):  
Artificial Intelligence ◽  
Corporate Governance ◽  
Law Enforcement ◽  
Nonprofit Organizations ◽  
Public Interest ◽  
Department Of Defense ◽  
The Public ◽  
Wide Range ◽  
The Media ◽  
The U.S

Corporations play a major role in artificial intelligence (AI) research, development, and deployment, with profound consequences for society. This paper surveys opportunities to improve how corporations govern their AI activities so as to better advance the public interest. The paper focuses on the roles of and opportunities for a wide range of actors inside the corporation—managers, workers, and investors—and outside the corporation—corporate partners and competitors, industry consortia, nonprofit organizations, the public, the media, and governments. Whereas prior work on multistakeholder AI governance has proposed dedicated institutions to bring together diverse actors and stakeholders, this paper explores the opportunities they have even in the absence of dedicated multistakeholder institutions. The paper illustrates these opportunities with many cases, including the participation of Google in the U.S. Department of Defense Project Maven; the publication of potentially harmful AI research by OpenAI, with input from the Partnership on AI; and the sale of facial recognition technology to law enforcement by corporations including Amazon, IBM, and Microsoft. These and other cases demonstrate the wide range of mechanisms to advance AI corporate governance in the public interest, especially when diverse actors work together.

scholarly journals O interesse público na sociedade de economia mista brasileira: aproximação com a benefit corporation do direito norte-americano

2020 ◽  
Vol 279 (1) ◽  
pp. 79
Author(s):  
Mario Engler Pinto Junior
Keyword(s):  
Corporate Governance ◽  
Public Interest ◽  
Institutional Design ◽  
Profit Maximization ◽  
Business Decisions ◽  
The Public ◽  
Benefit Corporation ◽  
The Us ◽  
Benefit Corporations ◽  
Shed Light

<p><span>The public interest of Brazilian mixed-capital company: approach to US benefit corporations</span></p><p><span><br /></span></p><p><span>RESUMO<br />O artigo faz um paralelo entre a figura da benefit corporation do direito norte-americano e a sociedade de economia mista brasileira, com o propósito de apontar semelhanças entre as duas estruturas societárias e lançar luzes sobre a racionalidade das soluções de governança adotadas em cada caso. A reflexão resgata inicialmente o conceito de interesse da companhia, destacando sua relevância como referencial jurídico para se aferir a legitimidade das decisões empresariais. Observa-se ainda que o entendimento sobre o tema varia conforme a abordagem teórica adotada, podendo se resumir na maximização dos lucros para partilha entre os sócios, ou combinar o atendimento a outros interesses não financeiros. Por sua vez, os desafios e soluções em matéria de governança corporativa também variam em função da amplitude do escopo atribuído à companhia. A benefit corporation procura combinar a consecução de algum objetivo de interesse público com a manutenção da finalidade lucrativa. A existência do escopo mais amplo permite questionar a adequação do desenho institucional para lidar com os conflitos inerentes ao novo tipo societário. Além disso, propicia uma análise comparativa com o modelo de sociedade de economia mista no direito brasileiro, que também está imbuída de uma missão pública, cuja consecução não afasta a necessidade de remunerar adequadamente o investimento acionário. Conclui-se que algumas medidas contidas na Lei nº 13.303/2016, para fortalecer o controle e gestão das empresas estatais brasileiras, guardam simetria com o tratamento aplicável às benefit corporation no direito norte-americano.</span></p><p><span><br /></span></p><p><span>ABSTRACT<br />The paper compares benefit corporations in the US with mixed-capital corporations in Brazil, in order to point the similarities and differences between both corporate structures. The paper also intends to shed light on the rationale of the governance solutions adopted in each case. The paper restates the concept of company’s interest and highlights it as a key legal reference for assessing the legitimacy of business decisions. Different readings of this concept are likely to translate into markedly different positions, from holding that the idea of interest refers solely to the purpose of profit maximization on behalf of shareholders to affirming the need to simultaneously accomplishing non-financial goals interests. The challenges and solutions concerning corporate governance also vary according to the extent of the corporation’s scope. Benefit corporations in the US seek to </span><span>simultaneously attain some goal of public interest and make profit for </span><span>its shareholders. The existence of a broader scope allows questioning </span><span>the suitability of their institutional design to deal with conflicts that are </span><span>inherent to this new corporate type. Their structure invites a comparison </span><span>to State owned enterprise (SOE) in Brazil. According to Brazilian Law, a </span><span>company controlled by the State is invested with a public mission while </span><span>needing to assure proper return to shareholders’ investment. The paper </span><span>concludes that some measures adopted by Brazilian Law No. 13.303/2016, </span><span>for strengthening the corporate governance of Brazilian SOE’s are similar </span><span>the U.S. Model Benefit Corporation Legislation (MBCL) concerning benefit </span><span>corporations.</span></p>

scholarly journals Public Interest Opposite the Freedom of Contractual Will in Administrative Contracts in the Republic of Albania

2017 ◽  
Vol 6 (s2) ◽  
pp. 37-48
Author(s):  
Artan Spahiu
Keyword(s):  
Public Interest ◽  
Legal Framework ◽  
The State ◽  
Private Law ◽  
Legal Analysis ◽  
Administrative Contract ◽  
The Public ◽  
General Arrangement ◽  
Role Of The State ◽  
The Republic

Abstract The protection of the public interest is the main principle governing the activity regulation of the administrative bodies. This activity, traditionally, has been developed through administrative acts, as an expression of the unilateral and authoritarian willpower of public authority, which creates legal consequences. The administrative act has been and remains the most important instrument for the administration bodies to accomplish their mission, but it is no longer effective. Particularly this lack of efficiency is noticed in recent years when the development of the economy and the needs of the evergrowing society have prompted the administration to adapt its activity by making use of other mechanisms “borrowed” from private law. An important part of public activity can also be achieved through the contract as a way that brings the state closer to the private, mitigating its dominant position and leaving space for the efficiency of private activity to fulfil public engagements. Such contracts today are known as “administrative contracts” or “public contracts”. The terms mentioned above are instruments that establish legal relations, for the regulation of which the principle of public interest is opposed and competes with the principle of freedom of the contractual willpower. The regulation of these types of contracts is reached through the private law, which constitutes the general normative framework of contracts (lex generalis) even for the administrative contracts. But this general arrangement will have effect for as long as it does not contradict the imperative provisions of the specific act of public law (lex specialis), which regulates the administrative procedure for the completion of these contracts. This paper aims to bring to the spotlight the way our legislation predict and regulates administrative contracts, by emphasising particularly the features of their dualistic nature. The coexistence and competition of the principles of the freedom of contractual willpower and the protection of the public interest, evidenced in administrative contracts, is presented in this paper through the legal analysis of the Albanian legal framework which regulates these contracts. Under the terms when the role of the state in providing public services tends to increase and our legislation aims the harmonization in accord with the European legislation, it is necessary to improve the administrative contract regulation and extend its scope of action.

scholarly journals In the name of the public: Representatives of collective and wider interest of the public in administrative matters in Serbia

Pravni zapisi ◽  
2020 ◽  
Vol 11 (2) ◽  
pp. 504-531
Author(s):  
Jelena Jerinić
Keyword(s):  
Public Interest ◽  
Case Law ◽  
Legal Framework ◽  
Interested Party ◽  
The Public ◽  
Administrative Procedure ◽  
Active Approach ◽  
Legal Provisions ◽  
Direct Indication ◽  
Administrative Procedures

Serbian Law on General Administrative Procedure (LGAP) opened a possibility for broadening the standing in administrative procedures and administrative disputes, by inclusion of subjects representing collective interests and interest of the wider public - primarily, citizen associations and similar organizations. However, by failing to regulate a series of concrete issues, the Law places the administration and the Administrative Court before a challenge, demanding from them an extensive interpretation of not only LGAP's provisions, but other legislation already recognizing such organizations as AIDS in realization of the public interest. The author analyzes relevant legislation, as well as available administrative and court caselaw in search of these answers. The lack of explicit legal provisions could be balanced by a creative approach in practice, especially by the Administrative Court. Having in mind comparative solutions, the question arises whether it is necessary to regulate this category of potential parties separately or to link it more explicitly to the already existing notion of an interested party. Instead, completely new notions have been introduced - collective interests and the wider interests of the public - which are not or not consistently defined in Serbian law. The current, not so voluminous case law, shows that the administrative bodies need a more direct indication of the rules, i.e. a more explicit definitions of these terms. However, despite the restrictive legal framework, administrative bodies should be open to understanding the specific circumstances, i.e. the motivation that an organization has when it seeks standing. In the normative sphere, one of the solutions could be to envisage the analogous application of LGAP's provisions on the interested party. Other solutions could be sought in explicitly mentioning them in the provisions on right to appeal. The current formulations of LGAP do not provide sufficient guidance to the administration and an extensive interpretation would be a great challenge for them. An active approach of the Administrative Court could show the way for the administration toward and effective application of these provisions of LGAP.

Reforming German Corporate Governance: Inside a Law Making Process of a Very New Nature Interview with Professor Dr. Theodor Baums

2001 ◽  
Vol 2 (12) ◽  
Author(s):  
Theodor Baums
Keyword(s):  
Corporate Governance ◽  
Capital Market ◽  
Insurance Industry ◽  
German Law ◽  
Corporate Law ◽  
Corporate Management ◽  
Future Prospects ◽  
The Public ◽  
Depth Analysis ◽  
The University

Just over a year ago, in the Spring of 2000, a Government Commission entitled \“Corporate Governance - Unternehmensführung (corporate management) - Unternehmenskontrolle (corporate control) - Modernisierung des Aktienrechts (Modernization of corporate law) and consisting of a group of selected lawyers and business practioners from the banking and insurance industry, took up the task of engaging in an in-depth analysis of the structure and challenges of \“German corporate governance.\” The Commission\'s work has drawn to an end and its 300 page report was presented to the public on July 10, 2001. It is German Law Journal\'s privilege to provide its readers with the first-hand insights of the Chair of the Commission, Professor Theodor Baums of the University of Frankfurt\'s Institute of Banking Law. In his discussion with GLJ, Professor Baums addressed specifics of the Commission\'s Report as well as the heritage of and the future prospects for German corporate and capital market law.

scholarly journals STRATEGIC MANAGEMENT AND MANAGEMENT TOOLS FOR NATIONAL PARKS IN SERBIA

2021 ◽  
Author(s):  
Milica Dobričić ◽  
◽  
Milica Maksić Mulalić ◽  
Keyword(s):  
Strategic Management ◽  
National Parks ◽  
Public Interest ◽  
Legal Framework ◽  
Strategy Management ◽  
Nature Protection ◽  
Management Tools ◽  
The Public ◽  
Protection Strategy ◽  
Management Plans

The management of the national parks Tara, Fruška Gora, Djerdap and Kopaonik and the activities of the managers in Serbia are affairs of the public interest. The manner of their strategic management is defined by the legal framework in the field of nature protection and it implies the adoption and the implementation of documents, such as the nature protection strategy, management plans and spatial plans for the special purpose areas. The paper particularly emphasizes the importance of adopting management plans for national parks, as basic documents for their management, as well as their harmonization with the spatial plans for the special purpose areas, as specific instruments for the management of these areas. It points out the importance of establishing governing bodies, such as a professional alliance and a council of users of national parks, which would improve their management and incorporate the interests of local people and users of space. In accordance with the above, this paper aims to point out the importance of strategic management and strategic documents in the field of protection and management of national parks in Serbia and give suggestions for their improvement.

scholarly journals Modifications to Corporate Constitutions in Alberta: An Empirical Study

1993 ◽  
Vol 31 (2) ◽  
pp. 263
Author(s):  
Roderick J. Wood ◽  
Murray T. Brown ◽  
Richard W. Bauman
Keyword(s):  
Corporate Governance ◽  
Empirical Study ◽  
Legal Framework ◽  
Corporate Law ◽  
Publicly Traded ◽  
Extensive Discussion

This study examines the extent to which publicly traded Alberta corporations have included provisions in their corporate constitutions that modify or vary a corporate governance rule that would otherwise apply. Part I discusses the notion of contractual freedom in corporate law and identifies the instances in which modifications are permitted under the Alberta business corporations statute. Part II outlines the methodology used in carrying out the survey of corporate constitutions and provides a summary of the results. Part III provides a more extensive discussion of the legal framework pertaining to the rule and analyzes some of the implications arising out of the results of the survey.

Implications of a Stakeholder View on Corporate Reporting

2007 ◽  
Vol 7 (1) ◽  
pp. 50-65 ◽  
Author(s):  
George Joseph
Keyword(s):  
Corporate Governance ◽  
Conceptual Framework ◽  
Public Interest ◽  
Financial Accounting ◽  
International Accounting ◽  
Financial Reports ◽  
The Public ◽  
Corporate Reporting ◽  
Stakeholder View

While the stakeholder view is increasingly being seen as an integral part of corporate governance, a corresponding view has not emerged in corporate reporting. This paper explores the possibility of a normative stakeholder view of corporate reporting by addressing the foundation of financial reports, the underlying mission of the conceptual framework contained in Statement of Financial Accounting Concepts No. 1. Specifically, the paper contrasts mission concepts to find a suitable foundation for the stakeholder view that would sufficiently project the ideas, and particularly the public interest perspective contained in that view. The paper also illustrates how the mission of corporate reporting extends to other areas in the conceptual framework and international accounting, and critically reviews the current trajectory of corporate reporting in the light of the implications of the stakeholder view.

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