THE DOCTRINE OF “REMOVING THE CORPORATE VEIL”: A COMPARATIVE LEGAL ANALYSIS OF THE LEGISLATION AND JUDICIAL PRACTICE OF RUSSIA AND SOME ASIAN COUNTRIES

In this article, the authors aimed to give a comparative legal analysis of the doctrine of “removing thecorporate veil” in the context of legislation and judicial practice of the Russian Federation and some Asiancountries (People’s Republic of China, Indian Republic). In the process of studying this problem, it wasconcluded that there are similar norms in foreign legislation with Russian ones on the prohibition of usingthe legal status of a company for the purpose of abuse of law, on the prohibition of affiliation, as well as adiscussion rule on the full joint and several liability of the sole founder of a limited liability company. Inaddition, the conclusion is made about the increasing use of this doctrine in the country of an atypical legalfamily for it — the People’s Republic of China. Based on the materials of the judicial practice of the Republicof India, an attempt has been made to classify this doctrine according to the criterion of the purpose of abuse:in the case of a limited approach, the responsibility of the controlling persons is assigned in the case of theinitially fictitious purpose of creating a legal entity, and in the case of an unlimited approach — for any unfairaction using the limited liability structure of the founder (participant) of the company for its debts.

Shadow economy and attempts to combat it — split payment as a remedy for previous legal regulations

The main goal of this article is to present the methods of effectively combating the grey area (called the shadow economy by the author) against the background of the changes introduced by the legislator in the form of split payment, as an institution that is to replace the not necessarily successful previous regulations related to reverse payment and joint and several liability. The first part — dealing with the grey economy — presents the basic facts on this topic. Attempts will be made to define this phenomenon, analyze its structure and the factors determining the formation of the shadow economy. This will be crowned with a multidimensional assessment, both in terms of micro and macroeconomics. The second part of the work will present split payment, which is to be a revolution in closing the tax gap. The tools that the split payment mechanism has “absorbed” due to their inefficiency will also be briefly discussed. Additionally, the article will present the history of this tool — both in the international arena and in Poland, where the optional form of split payment was initially in force, and currently, under certain conditions, it is also mandatory. The compulsory use of this tool is the subject of numerous discussions as it negatively affects the financial liquidity of entrepreneurs, which will also be analyzed and assessed. Taxpayers’ demands regarding changes in the split payment mechanism, especially in times of the COVID-19 pandemic, will also be presented. The dogmatic-legal and legal-comparative methods, as well as the opinions of the entrepreneurs themselves, will be used to achieve this research goal.

Tort reform: do details matter?

One explanation for increases in health care costs has been malpractice lawsuits. States have introduced several types of tort reforms to control increases in health care costs. This paper adds to the literature by examining how the differences in joint and several liability (JSL) reforms affect the state-specific growth rate in health care expenditures. Additionally, the paper addresses the potential for a fundamental difference between states that pass different types of liability reforms. The results show that JSL reforms that limit joint liability based on percentage of blame have statistically and economically significant impacts on health care expenditure growth rates.

SOLIDARITY LIABILITY IN THE EVENT OF WORK-RELATED ACCIDENTS

The patrimonial liability is the most common form of liability, being attracted in case of non-compliance with the legal norms, in order to protect the social values indispensable for the normal functioning of a company. Legal employment relationships are one of the most common areas in which joint and several liability is applied, namely in the case of work accidents resulting in personal injury to employees, which can cause them including permanent disabilities and can be caused by deficiencies in specific equipment used, as well as the lack of effective training in the field of labour protection. Establishing guilt and attracting civil liability is done in relation to the concrete conditions of the accident, the duties of employees according to job descriptions, but also the concrete actions they performed during the program or in connection with work duties. The article presents the applicability of the legal norms in the matter of civil liability to a practical case in which the courts have held joint and several liability of employees and employers in case of accidents at work, referring to the legal conditions to be met, with implications in criminal law.

PERCEPÇÃO DOS CONTABILISTAS DE CAMPINA GRANDE - PB ACERCA DA CONTABILIDADE E DA RESPONSABILIDADE DO PROFISSIONAL CONTÁBIL COMO INSTRUMENTO DE PREVENÇÃO E COMBATE À CORRUPÇÃO

Resumo: Diante de um cenário marcado por inúmeros escândalos de corrupção, esta pesquisa objetivou identificar a percepção dos contabilistas de Campina Grande - PB acerca da contabilidade e da responsabilidade do profissional contábil como instrumentos de prevenção e combate à corrupção. Trata-se de uma pesquisa descritiva em que foram aplicados questionários com escala Likert de 5 pontos em que se identificou o grau de conhecimento de 110 contabilistas, sendo 57,73% do gênero feminino e 42,73% do gênero masculino, cuja maioria encontrava-se na faixa etária entre 26 e 35 anos e tinha até 5 anos de exercício profissional. Quanto às ferramentas que auxiliam os contabilistas na prevenção e combate ao crime de corrupção e à lavagem de dinheiro, 81,81% reconhecem a Lei Anticorrupção como uma forte aliada e 78,18% da amostra, a importância do COAF nesse processo. Também ficou evidenciado que para mais de 86% da amostra, a responsabilidade solidária do contador, tanto na esfera cível quanto na criminal, contribui para que ele aja de forma a prevenir crimes dessa natureza, ou seja, tais responsabilidades determinam a postura ética do contabilista. Por fim, com base na análise dos dados, concluiu-se que a contabilidade aliada à auditoria e a responsabilidade dos contabilistas são importantes instrumentos de prevenção e combate à corrupção. Entretanto, ficou evidenciado que a impunidade e a fiscalização do sistema CFC/CRC, que não é tão efetiva, são causas do envolvimento de profissionais da área contábil nos crimes de corrupção, fraudes, lavagem de dinheiro e “caixa dois”. Palavras-chave: Contabilidade. Corrupção. Responsabilidade dos Contabilistas. Abstract: In the face of a scenario marked by numerous corruption scandals, this research aimed to identify the perception of the accountants of Campina Grande-PB about the accounting and liability of the accounting professional as instruments of prevention and fight against corruption. This was a descriptive survey in which 5-point Likert-scale questionnaires were used in which the knowledge of 110 accountants was identified, 57.73% of the female gender and 42.73% of the male gender, most of whom had aged between 26 and 35 years and had up to 5 years of professional practice. As for tools that assist accountants in preventing and combating corruption, 81.81% recognize the Anti-Corruption Law as a strong ally in the exercise of the accounting profession and 78.18% of the sample understands the importance of COAF as a tool for preventing and combating corruption to money laundering. Likewise, it was evidenced that for more than 86% of the sample, the joint and several liability of the accountant, both in the civil and criminal spheres, contributes to his action in order to prevent crimes of this nature, that is, such responsibilities determine the ethical stance of the accounting officer. Finally, based on the analysis of the collected data, it was concluded that the respondents perceive the accounting and accountability of the accountants as importants instruments of prevention and fight against corruption. However, it was evidenced that the impunity, something common in our country , is one of the causes of the involvement of accounting professionals in crimes of corruption, fraud, money laundering and two cash.Keywords: Accounting. Corruption. Responsibility of accountants.

Part III Prospectus Liability and Litigation, 24 The Netherlands

This chapter discusses Dutch law. The history of the present statutory rules on prospectus liability in the Netherlands dates back to 1928, the year in which Dutch corporate law was codified. Like the annual report which companies had to publish on a yearly basis, the Dutch legislator considered the prospectus as a corporate document and therefore was of the opinion that a statutory rule on prospectus liability should be issued together with the Companies Act. Codification of prospectus liability was effectuated by formulating it as a special category of tort in the Dutch Civil Code (DCC). The act of 1928 provided that managing and supervisory directors of the issuer would be jointly and severally liable with the issuer itself for misleading statements in the prospectus. This had to do with the view of the legislator — that the decision of investors to invest in a company was to a large extent based on the reputation of management. As a result of this joint and several liability of directors, the first Dutch legislation on prospectus liability can be considered as being particularly investor friendly.