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In case of reduction of share capital creditors whose claim arose prior expiration of 30 days from announcement of the resolution of reduction of share capital have the right to demand security. This right exists irrespective of whether claims are due or not. Rules on protection of creditors shall not apply in some cases where annulment of shares takes place and where difference among property of company and its obligations remains unchanged. The right to demand security shall not be available to creditors who in the case of insolvency proceedings have the right to preferential payment or whose claims are already secured. Creditors are authorized to apply to judicial authority for adequate safeguards.

This paper discusses a current and important topic related to the corporate rights of shareholders, which includes the rights of shareholders to participate in the work of the assembly of the company, which is reflected in the convening of the assembly, listing certain items on the agenda, and the right to information. The paper provides a brief overview of some solutions from comparative law, with the aim of contributing to the possible shortcomings and possible improvement of our regulations and their alignment with better solutions.

Corporate governance represents a set of processes and policies by which a company is administered, controlled and directed to achieve the predetermined management objectives settled by the shareholders. The most important benefits of the corporate governance to the organisations are related to business success, investor confidence and minimisation of wastage. For business, the improved controls and decision-making will aid corporate success as well as growth in revenues and profits. For the investor confidence, corporate governance will mean that investors are more likely to trust that the company is being well run. This will not only make it easier and cheaper for the company to raise finance, but also has a positive effect on the share price. When we talk about the minimisation of wastage we relate to the strong corporate governance that should help to minimise waste within the organisation, as well as the corruption, risks and mismanagement. Thus, in our research, we are trying to determine the common elements, and also, the differences that have occured between two well known models of corporate governance, the traditional Anglo – Saxon model and also, the Islamic model of corporate governance.

The article focuses attention on managerialism from the point of view of its ideological status. It traces the rise of managerialism, the main contributors to theorising about the nature of managerialism, and the characteristics and appeals of an outstanding managerialist text. The article begins by outlining the major features of the economic and social context in the United States, the United Kingdom and other Western countries that have contributed to the rise in the intellectual and social standing of the concept of managerialism. The problem of establishing consensus on the definition of managerialism is noted, as is the difficulty of positioning it within the conventional left-right political spectrum. The nature of an influential variant of managerialism known as ‘socially responsible’ management is then explored.

This article identifies and characterizes the network of dominant businesses which owned wind farms in Galicia (Spain) from 1995 to 2017. This research contributes to reduce the research gap about identifying the investment groups involved and to appreciate the real size of the wind sector. The novelty of the research lies in identifying the network of real owners of wind farms through the application of Domhoff’s power structure analysis, normally used in the analysis of the power structure of corporations and political institutions. With this method, it is possible to observe how the individual wind farm companies are assessed as well as the matrix company, and/or the principal shareholders to which the farm belongs are identified. The article shows that the installed wind power in Galicia is owned by large energy firms with the participation of international investment funds as well, even though the smaller number of local companies in the sector were given favored status under the existing regulations. This study concludes that although there is no single worldwide model for wind promotion, a network of dominant owners has been formed, and that this network consists of energy companies, investment funds, financial institutions, and construction firms. It can be surmised that if the capital were of mostly Galician origin, this would facilitate a bigger reinvestment of the profits in the region.

From a theoretical point of view, there are certain similarities between Islamic banks and conventional mutual funds, particularly in terms of the fundraising methods. In the paper, we tested that similarity from the practical aspect. A special emphasis is on the advantages and disadvantages of the previously mentioned financial institutions investors' status. The aim of this study is to compare Islamic banks with generally known conventional financial institutions, such as mutual funds, and, in that way, enable the readers a better understanding of the Islamic banking concept, which is still relatively or completely unknown to the domestic public. The research is based on the comparative method by which we compared the investor's status in Islamic banks and their status in mutual funds. The significance of this paper's conclusions is reflected in the fact that readers are given a good basis to regard Islamic banks, whose arrival in Serbia can be expected in the foreseeable future, objectively, taking into consideration primarily the economic principles, benefits and problems of cooperation with Islamic banks.

The accounting information can be assimilated and analyzed based on three aspects: semantic,syntactic and pragmatic. The semantic aspect of the information refers to its importance for thereceiving element. The syntactic side highlights how the signs that compose the information remove anelement of uncertainty, of determination of the phenomenon and the practical usefulness of theinformation for the user synthesizes the pragmatic aspect. Therefore, the economic information iscustomized by the fact that it expresses explanations on economic resources, production, distribution,exchange and consumption of results, being formulated based on a set of indicators that together formthe "repertoire data" essential for an effective economic coordination process.

Dividend decision is one of the crucial decisions a manager has to make. There are large number of researches focused on the determinants of dividend in developed and emerging countries context. The agency perspective of dividend decisions is a recent development in the area finance. The present study made an attempt to examine the impact different ownership structure on the dividend policies of BSE listed top 50 firm. It is found that, shareholding by minority shareholders, future growth opportunities, and leverage significantly influence on the dividend decisions of the sample firms. In the current study it is also found that, free cash flows have been distributed as dividend, which indicates there is no agency conflict between management and shareholders. Whereas, there is an evidence of agency issues between minority shareholders and majority shareholders. [ABSTRACT FROM AUTHOR]

The rise of the capital market creates new, less noticeable forms of holdings of shares. These holdings could be acquired with the aim of influencing a company’s decision-making process without the intention to hold shares for the long term. One of the forms is new vote buying which can appear either as empty voting or as hidden ownership. Empty voting refers to voting by a shareholder without the corresponding financial interest in the company involved. The reverse situation is hidden ownership whereby a party is not the shareholder but is entitled to exercise influence and eventually vote as if he/she were a shareholder. If a shareholder has an ownership interest in the company in which he/she votes, his/her voting would be aligned with the interests of the company. If a shareholder votes for a decision contrary to the company’s interest, it would affect his/her own economic interests because the shares could have been sold even before the shareholder’s meeting occurred. There are many techniques that lead to empty voting. Those most commonly used are: borrowing shares, using equity swaps or buying shares on a date close to the record date and then selling them again right after the record date has elapsed. As a result, a person casting their vote at the general meeting might not be the ‘actual’ shareholder. The admissibility of these votes and their effects have been discussed in well-known judicial cases. Having noticed a rise of abusive situations created by using empty voting techniques at the EU level, the revised Transparency Directive set out to deal with these issues. It entered into force on 26 November 2013 with the deadline for implementation set at 26 November 2015. However, since the Transparency Directive is a minimum harmonisation Directive, Member States have substantial liberty in its implementation which might lead to a divergent level of investor protection. Further, since the development of capital markets leads to the appearance of new forms of derivatives and other financial instruments which could create an ‘empty voting’ effect, EU Member States would be tempted to set rules that would, as far as possible, embrace all forms of empty voting in a so-called ‘catch all’ provision. This paper aims to examine how national legislators of the EU Member States have dealt with the issue of empty voting in light of the solutions provided in the Shareholders Rights Directive of 2007 and in the revised EU Transparency Directive of 2013.

Companies participate at the civil circuit by concluding legal documents. According to the principle regarding the separation of powers in the company's governance, a distinction must be made between the duties of the company's shareholders general assembly and the duties of the administrator. Thus, shareholders general assembly holds the deliberative power of the company and determines the working strategy of the company, whereas the administrator expresses, executes the will of the shareholders general assembly and concludes legal documents in the name and on the behalf of the company. Such legal documents are considered the documents of the company itself. From the perspective of the two management bodies, we can ask ourselves what is the applicable sanction when the shareholders general assembly decides to nominate a third person to represent the company for the signing of a legal document? From a certain point of view this represents an extension of the legal powers, throughout the legal documents of the company's bodies (including the shareholders general assembly's resolutions) and a breach of the exclusive duties of the administrative bodies of a company. The applicable sanction regarding such legal documents is non-existence of legal acts.

The main goal for any enterprise is to create value. In the specialized literature scholars talk about the necessity of management to create value for shareholders. In this paper we shall try to point out the importance of value creation both for shareholders as well as for other parties involved. The instruments used by the classical VBM system are based only on financial and accounting data while other information such as that on the market, customers, suppliers or employees being totally ignored. In our opinion, a management system based on value creation should take into account all data coming from within the enterprise as well as from the outside. Also, those variables that the enterprise can influence to create value must be identified too. This fact has pointed out the necessity to reconsider the VBM system and to sort out some aspects which have not been sufficiently debated on by the specialized literature.

The aim of this paper is to survey what are the potential benefits and drawbacks of the most common mechanisms a shareholder can use to monitor and control a manager according to the agency theory. Despite the wide array of policies and instruments shareholders have at their disposal, all the mechanisms exhibits inherit flaws which limit their applicability. From the powerful boards to the ownership structure, management compensation plans, capital structure and market for corporate control, all are able to some degree to mitigate the conflict between shareholders and managers but raise others dilemmas regarding applicability and effectiveness, inquiring additional consideration. Ultimately there isn’t a single solution for every environment but rather a specific mix according to the specific environment of each company, so policy makers need to take into consideration all the characteristics of the firm and only after issue recommendations, norms and laws.

Central to company law is the promotion of corporate governance. An important question in company law still today is in whose interest the company should be managed. Corporate governance needs to address the entire span of responsibilities to stakeholders of the company such as customers, employees, shareholders, suppliers and the community at large. The promotion of human rights in the application of company law must also take place. This is extremely important given the significant role of enterprises within the social and economic life of the nation. The interests of various stakeholder groups in the context of the corporation as a "social institution" should be enhanced and protected. Because corporations are part of society and the community, like all of us, it is required of them to be socially responsible and have greater accountability to all stakeholders of the company. Although directors must act in the best interests of shareholders collectively they must also consider the interests of other stakeholders. Sustainable relationships with all the relevant stakeholders are thus important. The advancement of social justice is thus important to corporations in that they should take note of the Constitution, labour legislation and company law legislation when social justice issues are dealt with. Employees have become very important stakeholders of companies and their needs should be taken into account in the bigger corporate governance and social responsibility framework.

The article has been raised on a problem of tunneling the companies. Tunneling in a widely understood is a conflict between controlling and minority shareholders in a company. The main aim of the article is to describe main aspects of tunneling. The first part contains characteristics of forms of tunneling. Ensure the protection of the interests of minority shareholders still is a major and unsolved mystery for specialists in the economy. The interests of each member should be protected, and therefore we can ask: How to effectively protect the interests of these shareholders? Dominants in companies often progressing to the use of illegal techniques to get benefit. Everything is done at the expense of "small" shareholders. Tunneling companies is one of these techniques. Tunneling companies can take different forms depending on what it refers to. The second part contains mathematical model of tunneling of the company. At the end of the article are shown Polish companies in which discover the tunneling.

In recent years, European conglomerate-type companies have used to define their operating strategies according to the principles established by means of corporate governance programs. In Romania, the corporate governance programs are best illustrated by listed companies which are coordinated by such rules. Mostly, these rules involve company’s objectives, the relationship with shareholders and investors, the reports made by them, the structure of the board, the role of companies’ presidents and even managers’ remunerations. The specific rules of corporate governance programs follow the OECD general principles stated in 1999 as well as the package of European Union Directives. This article provides an assessment of the corporate governance policy framework and enforcement and compliance practices in Romania and comparisons between Romania and other UE member states.

Dividend policy refers to the policy pertaining to the amount paid to shareholders of a company from the total financial budget as a return on their investment. This amount varies depending on the interest of shareholders, cash flow requirements of the company, and many other factors. Dividend policy can affect firm value due to its impact on the cash flow of the company. In this study, the first of its kind in Qatar, we investigated the effect of dividend policy on the firm value of Qatari banks in Qatar Stock Exchange. For this purpose, five banks (Qatar National Bank (QNB), Qatar Islamic Bank (QIB), Masraf Al-Rayan Bank (MARB), International Bank of Qatar (IBQ), and Commercial Bank of Qatar (CBQ)) were selected to find the significance of the correlation between dividend policy and firm value. The study was conducted in three distinct phases. The first phase included the quantitative analysis of the financial parameters of the five selected Qatari banks in which information about their recent five-year (2013–2017) dividend payments and firm values was obtained from their annual financial reports. Then, regression analysis was conducted in SPSS Statistics software. The second phase included the qualitative assessment of the results obtained from the first phase. To support this phase with expertise feedback, a director and a senior official were invited from two banks that showed a significant correlation in their financial parameters of dividend payments and firm values. They were asked about their policies to strengthen the firm value while keeping the interest of shareholders. The third phase included a detailed investigation of the results obtained from both the quantitative and qualitative studies, and the findings were compared with those reported previously in the literature. The research findings suggest that dividend policy has a very strong positive correlation for MARB, a strong positive correlation for QIB, a negative correlation for CBQ, and an irrelevant correlation for QNB and IBQ. [ABSTRACT FROM AUTHOR]

Copyright of Romanian Review of Private Law / Revista Română de Drept Privat is the property of Universul Juridic Publishing House and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

CSR is a concept, which states that Private Corporation or public organization has a responsibility to society. Corporate social responsibility reduces not only the cost but risks as well, thereby, increases the brand value and reputation of the company. According to Bowen, "CSR refers to the obligations of businessmen to pursue those policies to make those decisions or to follow those lines of relations which are desirable in terms of the objectives and values of our society." These CSR activities need to be in tune with effective strategic policies so that the aim of sustainable environmental, social, and economic progress may be achieved. [ABSTRACT FROM AUTHOR]

Copyright of Yearbook of the Law Faculty, Dzemal Bijedic University of Mostar / Godišnjak Pravnog Fakulteta Univerziteta 'Džemal Bijedic' u Mostaru is the property of University of Dzemal Bijedic, Law Faculty and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use. This abstract may be abridged. No warranty is given about the accuracy of the copy. Users should refer to the original published version of the material for the full abstract. (Copyright applies to all Abstracts.)

Through 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. [ABSTRACT FROM AUTHOR]

The focus of this paper is to analyze the effects of shareholder primacy governance on creditors, the characteristics of the firm, and how creditors can protect themselves. The governance of the firm is legally vested on directors and the law places on them specific duties requiring them to act in a certain way to promote the success of the company. The governance of the firm has evolved to be known as corporate governance. The mode of corporate governance such as the shareholder oriented governance and the characteristics that come with the firm (legal personality and limited liability) have negative implications on creditors. Shareholder primacy model of corporate governance seems to find its support from the Companies Act so does limited liability which limits the liability of the Members to the subscribed shares. Legal personality of the firm means that the firm is a juristic person with rights and obligations of a natural person in that it can own its own property. The presence of limited liability brings about the shareholder primacy model of governance. The problem is not the shareholders but the foundation on which they find there protection which is the law. With the presence of the above concepts, the implication on creditors is higher risk. This paper argues that if creditors' interests are taken into account from inception, creditors will be better protected as they would be an ongoing concern for the company. Although the law provides circumstances when the corporate veil can be pierced as a mechanism to protect creditors, it is argued in this paper that clear and concise rules must be put in place as to when the veil can be pieced. This paper contributes to literature on the protection of creditors in light of limited liability and within corporate governance. It also makes recommendations to change the law thereby contributing to policy makers to include creditors when governing the firm. The article uses the doctrinal approach to analyze the law on the protection of creditors by a critical examination of the section 172(1) and section 830 of the Companies Act. [ABSTRACT FROM AUTHOR]

Blockchains offer a revolutionary application of cryptography and information technology to old financial record-keeping issues while forging great hopes with regard to lower cost, greater liquidity, more accurate record-keeping, and transparency of ownership. There is also an increasing demand from individual companies to employ blockchains in their activities as some stock exchanges see blockchain technology as a new method for trading corporate equities and tracking their ownership. At the same time, an expanded use of this new technology may introduce new risks on the market and lead to far-reaching changes in corporate governance. The end of anonymity is one of these issues but other corporate governance issues may be raised. While EU regulation regarding shareholders' rights is moving forward, these risks have not been taken into account so far: the potential impact blockchains may have on shareholders' protection in the EU Market and elsewhere is absent. European institutions seem to have dodged consideration of this impact. This paper evaluates the potential implication blockchains may have in a near future, assessing whether and how this new technology may modify the balance of power among managers, institutional investors, small shareholders, proxy advisors and other parties involved in corporate governance. [ABSTRACT FROM AUTHOR]

An examination is made of a claim corporate governance promotes social responsibility. This so-called symbiosis has provoked scholarly debate among pro-business, stakeholder proponents and other scholarships about the validity of the assertion. Indeed, the enterprise governance succeeds in making ethics and accountability core corporate governance issues and, therefore, the primacy of stakeholders at the private authority and governmental power convergence is vividly upheld. Meanwhile, social responsibility's reliant on corporate governance for social commitments and environmental interventions' attainment cannot, however, be over-emphasised. Therefore, through an empirical prism, a discussion is advanced in favour of the proposition, while acknowledging the disagreement in and contentiousness of this field. A two-way approach is deployed to justify the paper's support for the proposition, and these are the determination of the appropriate relationship between business governance and social responsibilities, and presentation of reasonable evidence that governance structures provide incentives for social obligations. In the main, interviews and survey data are triangulated through Spearman's correlation statistical analysis. The result shows a high degree of comparability between business governance and social responsibility, indicating a substantial evidence that corporate governance represents facilitative and promotional phase for the fast mutating and bourgeoning character of social responsibilities. The validation incites and intensifies dialogue between corporate power and public authority not only to champion and promote the agenda but also limit the compounding complicated markets inadequate measurements of business externalities. Unlike previous studies which merely discussed corporate power and social necessities relationships and effects of the latter on the former and vice versa, this study establishes corporate governance role in social discourse via an empirical perspective, while de-emphasising hard borderline between business governance and social objectives. The synthesis, therefore, is a novel standpoint for further investigation to unearth better and enforceable policy for strengthening the commonalities between business control and corporate citizenship. [ABSTRACT FROM AUTHOR]

The article updates the role of medium-sized businesses considered as a driver of economic growth in Russia and abroad. The phenomenon of "hidden champions" is revealed - companies demonstrating high development rates and leadership positions in national and global markets. The criteria of "hidden champions" and examples from the Russian economy are given. A comparative analysis of the factors of "hidden champions" establishment in the domestic economy has been conducted, followed by the identification of the reason for achieving this success; the importance of this group of companies for the national economy has been determined. The results of a comparative analysis of approaches to interpretation of medium-sized enterprises in Russia and abroad are provided; the reasons for the low resilience of Russian medium-sized enterprises to external challenges are identified; examples of the best practice of Russian companies that are world leaders in relevant industries are provided. The results of a study aimed at identifying the state of corporate governance practice in medium-sized nonpublic Russian companies are described; the features and incentives for introducing elements of corporate governance are revealed. The rationale for the need in evolutionary approach to the development of corporate governance practice is provided. The approach to improving the quality of corporate governance, based on the consideration of key development factors and the phase of the company's life cycle is disclosed. A conclusion is made about the inadequacy of a low assessment of the corporate governance quality based on the incomplete set of the elements of corporate governance practice that does not comply with the best international corporate governance practice. [ABSTRACT FROM AUTHOR]

Since the late 1990s, the number of apologies being offered by CEOs of large companies has exploded (Lindner in Austin American-Statesman, 2007; Adams in USA Today, 2000). Communication and management scholars have analyzed whether and why some of these apologies are more effective or more ethical than others (Souder in Sci Eng Ethics 16:175-184, 2010; Benoit in Accounts, excuses, and apologies: a theory of image restoration strategies, 1995a; Benoit and Czerwinski in Bus Commun Q 60:38-57, 1997). Most of these analyses, however, have remained at the anecdotal level. Moreover, the practical, economic consequences of apologies have not been examined. Almost no rigorous or systematic empirical work exists that examines whether stakeholders (1) reward firms whose CEOs give apologies that are more, rather than less, ethical; and (2) punish firms whose corporate apologies are not ethically sound. This lacuna is surprising given that the whole purpose of an apology is to restore trust between the apologizer and the recipients of the apology. It is also surprising, given that stock market participants do appear, in at least some cases, to evaluate and respond to apologies by CEOs. When Johnson and Johnson was hit by the Tylenol poisonings, its stock price plummeted. One day after CEO James Burke’s apology—an apology widely praised for being ethically sound—approximately a half billion dollars of its previously lost stock value was restored (The financial effect of Burke’s 1982 apology was calculated using Eventus data for a window −1, +1 days around the date of the actual apology.). It appears, then, that a good CEO apology may lead to an increased stock value ceteris paribus. But is the Johnson and Johnson case representative of how the market responds in general to CEO apologies? [ABSTRACT FROM AUTHOR]

State aid policy to banks has developed extensively throughout the financial crisis. After outlining the main features of State aid policy in the banking sector, this article analyses the Kotnik and Dowling judgments where the application of burden sharing arrangements was assessed. In particular, the paper looks at the impact of these judgments on the approach of the Commission on State aid policy and examines the nature of burden sharing arrangements set out in State aid policy. In this context, the paper discusses more generally the relationship between burden sharing arrangements and fundamental rights, in particular the right of property. Then, the article shows that State aid policy to banks still remains highly relevant and controversial in the Banking Union framework where, under certain conditions, Member States can still grant State support measures. This is for instance the case of precautionary recapitalisation as State aid aimed at preventing a bank from going under resolution. Furthermore, the Banking Union framework raises questions such as how burden sharing is related to the Bank Recovery and Resolution Directive (BRRD) and what the relation is between burden sharing and bail-in. [ABSTRACT FROM AUTHOR]

Corporate governance reflects how a company is managed and controlled. In defining this concept it goes on the idea that the global performance of the company is based on the theory of interest holders. The value of the firm is maximized to the extent that managers manage to identify and harmonize conflicts of interest that arise between the company's social partners, especially between shareholders and managers. Harmonization of these interests is ensured through the corporate governance system. In this paper we aim to analyze the corporate governance in the OECD member countries with a focus on the rights of shareholders and key ownership functions. [ABSTRACT FROM AUTHOR]

Based on the fact that shareholders respond to environmental initiatives according to their perception of the potential related benefits, this study investigates whether customer-related performance affects the value relevance of voluntary environmental reporting. This paper provides a better understanding of the circumstances under which shareholders react positively to voluntary environmental information disclosed by firms operating in environmentally sensitive industries. Using a sample of French listed firms belonging to the SBF 120 stock index over an eleven-year period (2001–2011), our results show that a higher level of environmental disclosure is valued negatively by shareholders for firms operating in environmentally sensitive industries. In line with cost-benefit analysis, shareholders are found to rely more on profitability-based performance (i.e., return on sales and return on assets) than on revenue-based performance (i.e., sales growth) when assessing the relevance of environmental reporting for firms operating in environmentally sensitive industries. [ABSTRACT FROM AUTHOR]