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This article provides a detailed analysis of the establishment and protection of shareholders' rights in Ukraine, which is an important component of corporate governance and the country's development. The protection of shareholders' rights ensures the stability of financial markets and contributes to attracting investments. The legal status of shareholders, their rights, and obligations play a crucial role in the functioning of joint-stock companies. The primary way to acquire shareholder status is by purchasing shares on the stock market, as well as through the transfer of shares via inheritance or gifting. The Law of Ukraine «On Joint-Stock Companies» regulates these processes, establishing shareholders' rights to participate in general meetings, receive dividends, and access information about the company's activities. One of the important functions of the law is to provide shareholders with the opportunity to prot ect their rights in the event of violations. The mechanisms for protecting shareholders' rights include legal recourse and filing complaints with the National Commission on Securities and Stock Market (hereinafter - NCSSM). This government body oversees the activities of joint-stock companies, ensuring compliance with legal requirements regarding the issuance and circulation of securities. The NCSSM also has the authority to impose sanctions on companies that violate shareholders' rights. Transparency and openness in the activities of joint-stock companies are crucial aspects of shareholder protection. Companies are required to provide information about their financial activities and management decisions, but in practice, this is not always done properly. In such cases, the NCSSM may impose fines and demand that violations be corrected. In Ukraine, shareholder relations and corporate governance are undergoing significant transformations under the influence of globalization, continuous legislative updates, and the growth of the stock market. These changes create new opportunities for business development but also present new challenges for shareholders and companies. The protection of shareholders' rights is one of the cornerstones of ensuring economic stability and forming an attractive investment environment. An effective system of corporate governance that guarantees fair protection of shareholders' interests is a necessary condition for increasing trust in the Ukrainian market and attracting int ernational investors. International practice plays an important role in the implementation of corporate governance standards in Ukraine. The principles developed by international organizations are aimed at ensuring fair treatment of shareholders, increasing transparency, and enhancing the accountability of management bodies. This contributes to the protection of shareholders' rights, improves the investment climate, and fosters the development of corporate culture in Ukraine. [ABSTRACT FROM AUTHOR]

In the article there is an analysis of the non-executive director's legal status and functions, including independent one, within the one-tier corporate governance structure in Ukraine. The study aims to examine the powers of non-executive directors, the scope of their functions, and the criteria for independence, to provide a clear understanding of their role in corporate governance in Ukraine. Author establishes that a director in a one-tier corporate governance structure is an individual elected by the general meeting of shareholders to the board of directors and assumes the official from the moment of election, regardless of the title. The article defines non-executive directors as members of the board of directors who perform control and risk management functions regarding the corporation's activities and those of the executive directors. The fulfilment of these functions by non-executive directors contributes to balanced corporate governance. Author explores that the independence of a non-executive director involves the absence of any relationship with the corporation and compliance with other independence criteria determined by legislation, the corporation's charter, and/or board regulations. Author also concludes that a shareholder can be elected to the position of a non-executive director, if this does not contradict the corporation's charter, and/or board regulations. Author examines the conditions and criteria under which a shareholder elected as a non-executive director can be considered independent. The study demonstrates that the text of Law № 2465-IX contains an error technicus, which complicates the ability of shareholders within a one-tier structure to correctly apply the legal norms regarding independence criteria. Finally, risk management is identified as a key function of non-executive directors, which includes several stages: risk identification, analysis, evaluation, the implementation of risk mitigation measures, and monitoring the effectiveness of these measures. This ensures compliance with legislation and the protection of shareholders' rights, including minority shareholders, and other stakeholders of the corporation. The article significantly contributes to a better scientific understanding of the role and functions of nonexecutive directors. [ABSTRACT FROM AUTHOR]

In the article there is an analysis of the difference of powers of the Board Chair, Chief Executive Officer and Company Secretary under the one-tier corporate governance structure in Ukraine, also the legal nature of the formalization of their duties. The article objective is to establish and articulate the differences of their powers, which is achieved through the study and analysis of legislative acts and relevant scientific researches. It has been determined that the election of the Board Chair and the Chief Executive Officer must take place at the first meeting of the newly elected Board of Directors, while the appointment of the Corporate Secretary occurs upon the appearance of this position. It has been established that the Board Chair and the Chief Executive Officer are elected by the Board of Directors, while the Corporate Secretary is appointed by the Board. The author examines the role of the Board Chair in corporate governance and concludes that the Chair convenes the Board, presides over its meetings, and signs the meeting minutes. It is also noted that, during such meetings, the Board Chair may have the right to a casting vote in the event of a tie among the Board members, as specified in the corporate charter document. The author examines the role of the Chief Executive Officer in corporate governance and concludes that the CEO represents the interests of the corporation, performs legally significant actions on its behalf without the need for a power of attorney, including transactions, and issues orders and directives that are mandatory for all employees of the corporation. It is also noted that the use of the term «ordinary daily activities of the corporation» in paragraph 3 of part two of Article 65 of Law № 2465-IX, the literal interpretation of which could unpredictably limit the powers of the Chief Executive Officer, does not meet the «quality of law» criterion. The article suggests to harmonize the terminology used in Laws № 2465-IX and № 2275-VIII. The author examines the role of the Corporate Secretary in corporate governance and concludes that the Corporate Secretary facilitates the coordination of the Board of Directors and its committees, and the exchange of information between the Board, shareholders, and other stakeholders of the corporation. It is also noted that the Corporate Secretary cannot be a member of the Board of Directors. The article specifies that the Board Chair, the Chief Executive Officer, and the Corporate Secretary are all officials. [ABSTRACT FROM AUTHOR]

In the article there is an analysis of the national legal norms regarding the activities of audit committees, based on which the author concludes about their role in corporate governance in Ukraine. The determination of the economic competence of the audit committee of the board of directors is the article objective, which is achieved through the study and analysis of legislative acts and relevant scientific researches. The author states that the board of directors, in the course of exercising its economic competence, may, and in certain cases must, establish committees, including an audit committee, from among its members and other individuals, for the preliminary study and preparation of issues for discussion at meetings. The author concludes that the majority of members of the audit committee of a socially significant enterprise should not be affiliated with that enterprise (hold positions within it), and the chair of the committee should be appointed from among independent members. Taking into account the current national legal norms, the author concludes that the establishment of an audit committee by the board of directors may be mandatory, conditionally mandatory, voluntary, or conditionally voluntary. The grounds for such classification of prerequisites for the establishment of an audit committee by the board of directors are elaborated by the author in the article. To achieve the article objective, the author analyses the difference between external and internal audits. Based on the fact that several national corporations are required to conduct internal audits and establish an internal audit function (appoint an internal auditor), the article explores the boundaries of competence between the internal audit function (internal auditor) and the audit committee of the board of directors, and concludes that their competencies are not identical. Since the failure to establish an audit committee or not assigning relevant functions to an entity (subdivision) may lead to administrative liability for responsible individuals, the author examines the grounds for such liability. However, the conclusion is that the practical implementation of the relevant national norm regarding liability is currently absent due to the lack of amendments to the Code of Ukraine about Administrative Offenses. [ABSTRACT FROM AUTHOR]

The article analyzes the institution of an independent member (independent non-executive director) of the supervisory board (board of directors) of a joint-stock company in the USA, Great Britain and China. It is concluded that UK corporate law does not contain clear criteria for differentiating nonexecutive from executive directors. Therefore, independent non-executive directors have the same duties and are legally liable as executive board members. They are subject to the duties of directors contained in the Companies Act. British law emphasizes the non-executive director's independence from the company and its management, rather than the non-executive director's dependence on the shareholders. The article systematizes a set of legal acts that are the sources of legal regulation of the US independent directors, namely: 1) listing standards of stock exchanges (New York Stock Exchange and Nasdaq); 2) regulatory acts of the Securities and Exchange Commission; 3) laws of the state where stock corporation is registered. Attention is paid to legal regulation in China. The author notes that the existing system of regulating the legal status of an independent director actually does not fulfill the functions assigned to an independent director. Chinese corporate governance system should be aimed at limiting the power of management and better protecting the interests of minority shareholders. However, its role is not adequately fulfilled because Chinese listed companies are usually controlled by a single majority shareholder. The author concludes that two types of independent directors have spread in world practice: the American one, in accordance with which the position of an independent director is established in a mandatory manner in corporate law; English, according to which the norms regarding the independent director are of a recommendatory nature, taking into account the principle «comply or explain». It is concluded that there are no single criteria for the concept of independence in the law of the studied countries, as well as a list of requirements for independent executive directors. Thus, the independence of an independent director remains a subjective category, and the evaluation criteria are formed based on the socio-economic conditions of the country. [ABSTRACT FROM AUTHOR]

Türkiye adopted a new regime on bearer share certificates to comply with the Recommendations of the Financial Action Task Force on money laundering by promulgating the Law on Preventing Financing of Proliferation of Mass Destruction Weapons on 31 December 2020. This new law does not prohibit the issuance of bearer share certificates but ends the anonymity of the holders. According to the new law, the holders of bearer share certificates shall be registered in a centralized registry. In case of transfer of the certificates, the new holder must also be registered in the registry. In this paper, I will first give brief information on shares in Turkish law. Subsequently, I will explain the new system prescribed by the Law on Preventing Financing of Proliferation of Mass Destruction Weapons. [ABSTRACT FROM AUTHOR]

Copyright of Environmental & Social Management Journal / Revista de Gestão Social e Ambiental is the property of Environmental & Social Management Journal 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.)

Copyright of Anadolu University Journal of the Faculty of Economics & Administrative Sciences is the property of Anadolu University Journal of the Faculty of Economics & Administrative Sciences 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.)

The article assesses the efficiency of corporate governance in the largest integrated enterprises of the agricultural sector of Ukraine. The research was conducted using the methods of induction and deduction, comparative analysis and theoretical generalization. The main provisions of large enterprises of the agricultural sector of Ukraine and their experience in implementing corporate governance were studied. The author has developed algorithms (methods) for assessing the corporate governance rating with the relevant classification areas of assessment and indicators for assessing the relevant areas, a four-level rating scale for assessing the level of formation of the corporate governance institution in integrated agricultural formations (agroholdings) of Ukraine. It is established that the main characteristic components of the assessment of the level of corporate governance are: supervisory board, board of directors, committees, corporate secretary, audit committee, charter, etc. It is determined that agriholdings whose shares are listed on international stock exchanges meet the highest level of corporate governance standards, the level of which reaches the maximum value. It is also established that this level is ensured mainly by compliance with corporate governance standards introduced by international stock exchanges (Warsaw and London). The weighted average level of corporate governance in integrated agrarian formations (agroholdings) of Ukraine is at an unsatisfactory level, which causes significant risks for shareholders and investors. It is proved that the existing theoretical and practical provisions and recommendations for the formation and development of the institution of corporate governance in integrated formations have been deepened and new theoretical and practical provisions and recommendations for the formation and development of the institution of corporate governance in integrated enterprises in the agricultural sector have been developed. The obtained practical results are a recommendation base and are aimed at solving the problems of formation and development of the institution of corporate governance of integrated enterprises in the agricultural sector, can be used by state institutions to improve the existing institutional support for the development of economic entities. The results of the research can be used by the legislative and executive bodies of the country, as well as by agrarian organizations engaged in production, harvesting and processing of products, and creation of a market system for dissemination of agricultural knowledge and information.

The article is devoted to the study of modern approaches to legal regulation of the reorganization of economic entities. The article emphasizes that an effective process of reorganization requires the resolution of many issues, the main of which is the disposal of the assets of the business entity. Solving the property aspects of the reorganization of a business entity requires maximum and objective consideration of the legitimate interests of the business entity's participants. The article provides an example of modern legal regulation of the division of a joint-stock company based on the analysis of the norms of the new Law of Ukraine "On Joint-Stock Companies". The article emphasizes that with the adoption of the new Law of Ukraine "On Joint Stock Companies" in 2023, approaches to organizing the division of a joint stock company have been improved. The importance of the appearance of novelties in the legal regulation of the reorganization of a joint-stock company deserves to be taken into account by the legislators of European Union standards in this area. In particular, the current Law of Ukraine "On Joint-Stock Companies" reflects the conditions and procedures for the division of joint-stock companies, which are provided for in Directive 2017/1132/EU of the European Parliament and the Council of the EU dated June 14, 2017 relating to certain aspects of company law. In the article, a study of the provisions of Directive 2017/1132/EU of June 14, 2017 regarding the organization of the division of a jointstock company was carried out, and a comparative characterization of the provisions of the Law of Ukraine "On Joint-Stock Companies" was carried out, which provide for the basis of the organization of the division of joint-stock companies for the purpose of taking into account the standards of the European Union in this sphere It is noted that the division of a joint-stock company in order to ensure the rights and interests of shareholders should be carried out on the basis of their will, which is formed thanks to the agreement and publication of the project of the division of the company and its professional expert assessment by independent experts. The conclusions emphasize that the provisions of the current Law of Ukraine "On Joint-Stock Companies" take into account the main aspects of the EU standards regarding the reorganization of a joint-stock company, which should contribute to increasing the level of protection of the rights and interests of shareholders. [ABSTRACT FROM AUTHOR]

An important indicator of joint stock companies is the earnings per share. Information on earnings per share reflects not only the relationship over the distribution of profit of the company, but also can be used to and for assessing the investment potential of the joint stock company. In the article, we will investigate and analyse more deeply the earnings per share, which is of particular importance to a wide range of users in the decisionmaking process, as it provides information regarding both, the efficiency of investments in shares, as well as strategies regarding the economic performance and financial position of the joint stock company. [ABSTRACT FROM AUTHOR]

This article conducts a deep analysis of the administrative-legal regulation of shareholders' rights in joint-stock companies in Ukraine. The main focus is on the classification of shareholders' rights, which are divided into property and non-property rights. Property rights include the right to receive dividends, the right to a share in the liquidation of the company, while non-property rights include the right to vote at general meetings, the right to information, among others. The article thoroughly examines the role and significance of the general meeting of shareholders as the main governing body of a joint-stock company. The procedures for convening, conducting, and the specifics of decision-making at these meetings are discussed. The article highlights the limitations related to the payment of dividends, analyzing current legislation and judicial practice. Special attention is given to the issue of protecting the rights of minority shareholders, including an analysis of the problems that arise in the exercise of their rights, and discussing possible solutions. The normative-legal base regulating the activities of joint-stock companies in Ukraine is analyzed. Current legislative initiatives and changes in the law that imp act shareholders' rights are illuminated. The article concludes with a review of practical cases from judicial practice, particularly analyzing a series of cases related to the invalidation of share purchase agreements. These examples demonstrate real situations faced by shareholders and illustrate how judicial practice influences the development of corporate law in Ukraine. [ABSTRACT FROM AUTHOR]

Copyright of Zagreb Law Review is the property of University of Zagreb Law School / Pravni fakultet Sveucilista u Zagrebu 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.)

The contents of the Legal Bill to amend a part of the Trade Law act 1968 which have been affected by the Stock Market act 2005 in the realm of legal deadlines in relation to the regulations of public joint-stock companies as one of the most important elements in the stock market, have undergone changes. These changes have been studied in the present research in two categories: Institutional and abrogator categories. Institutional issues include cases for which basically no deadline has been established in the Legal Bill Act 1968 and was considered for the first time in the Stock Market Act 2005, and the abrogator cases are those deadlines for which due date has been assigned and by approving the Stock Market Act 2005 has been abrogated. The philosophy of the mentioned effects, both in the field of institution and abrogation, can be found in the goal of the legislator to protect the rights of shareholders and the transparency of capital market information. Determining the period of subscription, determining the period to return the funds, the period for dealing with the obligations of the subscriber, changing the time for using the funds paid by investors, changing the time for withdrawing the funds in case of no increasing the capital, changing the period for the board of directors to deal with the obligations of the underwriters, and determining the period for disclosure of the board of directors' decisions, are the dates studied in this research.

In the context of new changes in corporate legislation this article examines the specifics of the implementation and protection of the minority shareholders' right to demand fair compensation for the mandatory sale of their shares in case of transfering control over the company to other shareholders (participants). It is stated that implementing the right to mandatory buyback of shares by the owners of a controlling stake (more than 95 percent of ordinary shares), the problems arise concerning the violation of the right of the remaining minority shareholders to receive fair compensation for the mandatory sale of their shares. It is highlighted that issues on implementing the right to buy back shares at a fair price by controlling shareholders are caused by the flaws of Article 95 of the Law of Ukraine «On Joint Stock Companies» concerning involving a professional appraiser, that violates the general rules established by the legislation on limit prices. Involvement of the evaluation activity subject to the independent determination of the company shares' value at the request of minority shareholders who own at least 5% of the shares (or 1% in the case provided for by Article 95 of the Law on Joint Stock Companies), in order to overcome obstacles to exercise the right to a fair price through the mandatory sale of shares. The rule on the need to involve an appraisal activity subject conducting an independent appraisal of the value of the company's shares at the request of minority shareholders who own more than 5% of the shares (or 1% or more, if it is provided for in Article 95 of the Law on Joint Stock Companies) should be removed from the Law. The method, developed by judicial practice, to protect the right to receive a fair price for shares in case of transfering control is contained in Article 95 of the Law of Ukraine «On Joint Stock Companies». In accordance with clause 21 of this article, any shareholder who believes that the price of the mandatory sale does not meet the requirements established by clauses 5-7 of this article, has the right to demand from the plaintiff compensation for the fair value of the shares purchased for such requirements due to the court procedure. [ABSTRACT FROM AUTHOR]

This article focuses on the advance distribution of the current profit in favor of the shareholders. The requirements and conditions for paying dividends in cash are analyzed. Special attention is paid to the possibility of set-off a loan receivable with an obligation to pay a dividend. [ABSTRACT FROM AUTHOR]

The article is devoted to the study of certain novelties in the legal regulation of the order of interaction of management bodies in joint-stock companies. The article emphasizes that choosing the optimal model of corporate governance is important for the effective functioning of jointstock companies. The article provides examples of various well-known models of corporate governance in the world. Each of them has its advantages and disadvantages. The article emphasizes the fact that for a long time in Ukraine, legislation provided for only a two-level system of corporate governance, which provided for the simultaneous functioning of the supervisory board and the executive body (board or director). In an effort to become a member of the European Union, Ukraine undertook to adapt its national legislation to legal standards acceptable in the EU, in particular in the area of corporate governance. Therefore, in 2023, the new Law of Ukraine "On Joint-Stock Companies" entered into force, the provisions of which, in particular, established, along with the two-level model of corporate governance, an alternative option - a one-level model. This model, in contrast to the two-level model, provides for the creation of a board of directors as a single body of operational management of a joint-stock company, which combines both the representative functions of shareholders and the functions inherent in the executive body of a joint-stock company The article examines the provisions of the Law of Ukraine "On Joint Stock Companies", which provide for the legal status of the board of directors. The conditions and procedure for the formation of the board of directors were analyzed, and the specifics of the activity of this management body were determined. At the same time, when examining the legal status of the supervisory board, attention was drawn to the identity of the provisions of the current Law of Ukraine "On Joint Stock Companies" with the provisions of the previous law, which has already lost its validity. The conclusions emphasize that the Law of Ukraine "On Joint-Stock Companies" adopted in 2022 significantly changed corporate governance in terms of the introduction of an additional onelevel model of corporate governance, thereby bringing the norms of national legislation closer to EU standards. [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.)

The purpose of the conducted research is to develop indicators of the structure of the share capital of joint-stock companies and methods of their quantitative determination, as well as to explore the impact of the distribution of shares on the distribution of the management resource of the company among the owners of shares. In modern studies, much attention is paid to the issues of quite complex interaction of different groups of shareholders in the process of creating and running a relevant business. The article proves that the nature of these relationships, their effectiveness and features of corporate management of the enterprise are largely defined by the structure of shares distribution in the company. A group of indicators is proposed for characterizing the structure of shares distribution in a jointstock company: concentration, dispersion and differentiation of share capital. A methodology of their quantitative calculation has been developed. The indicator of share capital concentration shows the degree of concentration of share capital among the company’s participants, which makes it possible to accurately determine whether a particular joint-stock company belongs to a certain model of corporate governance. The indicator of share capital differentiation shows the extent to which packages of shares within a jointstock company differ in volume and, accordingly, in the management resources of their owners. The concept of collective and individual management resources in a joint-stock company has been introduced. The article reports a methodology for calculating the management resource of each package of shares, which allows to determine more accurately and quantitatively the available opportunities for managerial influence of their owners on the enterprise’s activity compared with the use of nominal indicators of the size of the share packages. It has been revealed that the deviation of the values of the shareholders’ management resources from the indicators of the relative sizes of their packages of shares occurs as a result of the differentiation of the share capital. The specified dependence is proportional – the higher the capital differentiation is, the more significantly the available management resource of shareholder deviates from the nominal value of his package of shares, and vice versa. The indicator of share capital dispersion characterizes the degree (depth) of the division of the statutory share capital into separate parts (packages of shares). It has been found that this indicator by itself does not affect the implementation of the management function, i.e. it is indifferent (insensitive) to the parameters of establishing the management control in the company

Copyright of Collected Papers of the Faculty of Law in Split / Zbornik Radova Pravnog Fakulteta u Splitu is the property of Split Faculty of Law 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.)

Copyright of Journal of Actual Problems of Jurisprudence / Habaršy. Zan̦ Seriâsy is the property of Al-Farabi Kazakh National University 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.)

Copyright of Türkiye Adalet Akademisi Dergisi is the property of Justice Academy of Turkey 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.)

This paper explores the introduction of SICAV in Czech law, its development and the related difficulties including the tax perspective. Although this legal form helped to boost the collective investment sector in the Czech Republic, in particular for qualified investors’ funds, it is under constant threat of law amendments, which have a negative impact on further progress in the popularity of SICAVs as well as other forms of investment funds. SICAV, as a legal form governed by both private (corporate) and public (regulatory) law, presents a good example of how the two sets of partly autonomous rules may clash and cause undesirable effects. The paper highlights the main inefficiencies and discrepancies, which lead to interpretation difficulties and legal uncertainty. The hypothesis of this paper lies in investigating how local factors in one country, such as the influence of other pieces of legislation and tax environment, negatively impact solutions and models which are standardised and successfully deployed across the EU. It is argued that not only legal and regulatory aspects determine the popularity of investment funds, but a wider landscape, including the activities and approach of the supervisory authority and network of professionals (legal and tax advisors or auditors), plays a crucial role in capital markets development

In the second half of the 18th century, the emergence of large insurance companies significantly altered the European market for maritime risks, changing the traditional balance of power between insurers and policyholders. This change had repercussions on the regulatory framework and contractual practices, whose reform began to be perceived as a need that could no longer be postponed. In order to be able to make use of the new calculation-based forecasting tools, it was first necessary to develop and adopt certain legal devices that would reduce information asymmetries and moral hazard, both at the contractual level and at the time of claim settlement. Starting from the close analysis of an emblematic case against a Neapolitan shipowner accused of fraud, the essay clarifies how the evolution of admissible evidence and judicial procedure was shaped by the profound structural transformations of the period. [ABSTRACT FROM AUTHOR]

Globalization, macroeconomic processes, and a quickly changeable competitive environment require a new level of development of national markets, which become more integrated. This all predetermines a requirement in defense of the interests of economic entities in relation to strengthening their positions on the proper markets through the introduction of different methods and instruments of an economic and legal character, in particular via the application of reorganization procedures. It is justified, that reorganization of economic organizations, as a legally effective form of solving economic and legal tasks for the preservation of the subject of economic activity and strengthening of the position on the proper market, ahead of a number of relevant objective economic (expansion of economic activity by means of application of synergy effect; diversification of production, capital and activity; increase of own capital; acquisition of assets at a price lower than the replacement cost; competitive advantages in creating barriers to eliminating potential competitors entering the market; additional advantages - possession of licenses, patents, know-how of other economic entities, which are at the disposal of another enterprise; loss of production or partial curtailment of activity; change of criteria of the form of doing business) and legal (the relevant requirements in the sphere of antimonopoly and competition legislation, tax legislation, legislation on the procedure and registration of shares issue, legislation on protection of legal rights and interests of creditors, participants (shareholders), employees, etc.) factors (prerequisites). It is proposed to consider the economic and legal prerequisites for reorganization of economic organizations as a complex set of interrelated economic and legal preliminary conditions, the presence of which directs the business entity to choose such an effective legal instrument as a reorga nization to strengthen positions on the proper market, to deepen and expand the specialization of production costs, and, as a result, to increase competitiveness of manufactured products, to perform works, to provide services. [ABSTRACT FROM AUTHOR]

One of the most frequently discussed issues of corporate governance is co-determination - mandatory employee representation on supervisory boards. The voices of employees are often strengthened through further legislation. Companies may thus be required to record all dissenting opinions of employee representatives and communicate them at general meetings. However well-intentioned, it is debateable whether such involvement really strengthens the voice and involvement of employees. On joining the board, an employee representative may find themselves receiving a remuneration far in excess of their regular salary. There is a perverse - but human - incentive in some cases that they want to hold onto this new role as long as possible. To do so they ensure that their views and votes do not deviate from those of the majority. The value of such 'constructive' approach is then frequently emphasised by management, increasing the chances of the representative's re-election. However, the described rules initially designed to protect dissenting opinions conflict with this reality. Recording opinions and further communicating them can have a dampening effect. Rather than feeling safe to express strong opinions, there is the potential to tone-down comment, resulting in a passive, non-committal approach. As well as suppressing personal opinions, it ultimately reduces the motivation to defend employee interests. So how to act? It seems more appropriate to record a dissenting opinion only if the representative deems it appropriate; for example, to be able to demonstrate in the future that they acted in the best interest of the company, regardless of how this is perceived by different jurisdictions. [ABSTRACT FROM AUTHOR]

Tracking Stocks are a type of shares that have found support in different comparative law corporate legislation. These shares undoubtedly respond to the new demands of the market, and are a fundamental tool in corporate matters. With a new projection of reform of the Commercial Companies Law, in particular of section 307, the tracking stocks become a legislated reality. For these reasons, this paper seeks to address the particularities of this institute, its legal nature, what practical implications it has regarding the economic and political rights of shareholders, and in particular, what have been the arguments put forward by our national doctrine to consecrate them even without express legislation. Having established these bases, the reader is introduced to the changes and solutions implied by its regulation in the projected reform, concluding with some considerations that the topic under study has deserved. [ABSTRACT FROM AUTHOR]

An enduring problem in company law is the liability of directors to the company for damage caused by wrongful acts. On the one hand, levers must be created whereby this liability exists, is effective, and plays a preventive role: a director is discouraged from carrying out damaging activities. On the other hand, the business world involves taking risks. It is sometimes regular for companies to suffer losses, not because of a mistake by a director but because of factors external to the director’s conduct. The director should therefore be encouraged to take certain risks. It all comes down to a question of balance between responsibility and risk-taking. How this balance has been created in Romanian law, what dilemmas exist, and how the courts apply the rules: the article proposes to analyse these issues. [ABSTRACT FROM AUTHOR]

The publication is aimed at clarifying the essence of corporate management, studying the peculiarities of the formation of the corporate sector in Ukraine, researching existing problems and outlining promising ways for the development of the corporate management system. The author considers approaches to defining the concept of «corporate management». The article clarifies the role of the corporate management system in the national economy and the peculiarities of the formation of the corporate sector in our country, the basis of which is the inefficient structure of shareholders’ property, the presence of a large number of shares owned by the State and the need to solve the problem of managing the State-owned corporate rights, as well as a powerful tax burden. On the basis of the considered peculiarities of two corporate management systems: insider, in which the property is concentrated in the hands of several persons who own significant shares of corporate property, and outsider, in which joint-stock ownership is sufficiently dispersed, the Ukrainian model of corporate management is substantiated, which at the present stadium is at the stage of its formation and combines elements of both the first and second systems. It is emphasized that, despite the significant problems of modern corporations, they are able to ensure the highest production efficiency, which can be an impetus for the economic progress of our country. Concrete measures have been proposed to improve the functioning of the corporate sector of the Ukrainian economy, in particular: effective regulatory framework; bringing the internal provisions in force at the level of joint stock companies in accordance with the norms of the current legislation; increasing the competitiveness of the Ukrainian stock market; transformation of the State as the owner of shares into an effective shareholder through the creation of a proper system of the State regulation of the capital market; unshadowing of the corporate sector in order to improve the information disclosure procedure; improvement of the organizational and management structure of joint stock companies through a clear distribution of power, responsibility and accountability; optimization of dividend policy; effective management of corporations; improving the level of corporate culture; formation of an effective corporate control system.

The musyarakah al-musahamah agreement in Islamic stock transactions is a new thing in the capital market. As a result, investors in the issuer are less knowledgeable about the many forms of sharia products. The purpose of this study is to provide a deeper understanding of step by step and examples of the practice of al-Musahamah akad in the world of stocks. This research uses qualitative methods by becoming literature in contemporary fiqh studies and Islamic economics. The study of contemporary fiqh and Islamic economics is one of the reference materials that can be used to implement the al-musahamah akad in the practice of Islamic finance. The study results found that the study of modern fiqh and fatwas of the Syariah Council and several scholars allow the practice of the al-musahamah akad in the shariah stock business as long as it does not violate the harmony and requirements of sharia. Even though in practice the al-musyarakah akad in joint stock companies in Indonesia is not 100% by the principles of sharia and modern fiqh, due to the element of use as an objective of sharia and maqasid maslahah, it can be considered to improve existing mechanisms for the better in the future. Supporting previous research that explains the practice of syirkah al-musahamah, this depth research explores the process and practice of the al-musahamah akad in a joint-stock company.

This paper explores the introduction of SICAV in Czech law, its development and the related difficulties including the tax perspective. Although this legal form helped to boost the collective investment sector in the Czech Republic, in particular for qualified investors' funds, it is under constant threat of law amendments, which have a negative impact on further progress in the popularity of SICAVs as well as other forms of investment funds. SICAV, as a legal form governed by both private (corporate) and public (regulatory) law, presents a good example of how the two sets of partly autonomous rules may clash and cause undesirable effects. The paper highlights the main inefficiencies and discrepancies, which lead to interpretation difficulties and legal uncertainty. The hypothesis of this paper lies in investigating how local factors in one country, such as the influence of other pieces of legislation and tax environment, negatively impact solutions and models which are standardised and successfully deployed across the EU. It is argued that not only legal and regulatory aspects determine the popularity of investment funds, but a wider landscape, including the activities and approach of the supervisory authority and network of professionals (legal and tax advisors or auditors), plays a crucial role in capital markets [ABSTRACT FROM AUTHOR]

Copyright of Student Yearbook of the University of Land Forces / Roczniki Studenckie Akademii Wojsk Lądowych is the property of Gen. Tadeusz Kosciuszko Military Academy of Land Forces 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.)

The market transformation of Kazakhstan’s economy has caused a revival of Kazakhstan’s share-holding law. Among the most important players in the market economy of any country that has already reached the required level of capital-building are economic partnerships and societies. In today’s market transformation, the company as an organizational form of business takes on special importance. The classic function of the company is to attract and long-term accumulation of capital. The availability of capital is vital for businesses. The shareholder form is optimal for anonymously combining a large number of participants, allows to attract additional investments by issuing shares, “removes” the differences between different forms of capital, and thus facilitates their overflow ingesting out industry in the industry. Economic growth needs investment. One of the most effective ways to concentrate free resources and turn them into investments are joint-stock companies. Method of research. The methodological basis of scientific research is a set of methods of scientific knowledge, among which the leading place is occupied by the dialectical method. This scientific article uses General scientific methods of cognition, which, first of all, should include formal logical methods (analysis, synthesis, induction, deduction, analogy), as well as special legal methods (formal-legal, the method of comparative law and system analysis). The theoretical basis of the study was the theoretical and scientific-practical work of Russian scien-tists on the legal regulation of share capital, changes in the structure of shareholders in the reorganiza-tion of joint-stock companies, including the change of ownership of a joint-stock company, as well as fundamental work in the theory of civil and corporate legislation.

With the constant development of companies in our country, we still classify companies exclusively on the ground of person cooperation or capital integrity since the promulgation of the PRC’s Company Law(CCL) in 1993. Classificatory standard like this lagged far behind and exposed many problems, which includes the loopholes in the corporation regulations, state-funded companies types are excluded in this standard, and always not conducive to the boosting domestic company competitiveness among the fierce international competition. By comparing experiences of other countries and judicial districts, this article discusses the improved approaches: Adopting the company classification standard based on shares publicly offered and transferred, making specific classified pathways of existing companies, which means revising the Company Law and the Securities Law jointly.

In modern conditions of transformation and globalization of economic processes, rapid development of information and science-intensive technologies, each company seeks to ensure effective management of its activities and achieve a higher level of competitiveness. The level of quality of corporate governance influences the formation of the rating of enterprises and plays an important role in making decisions about investing in the company. At the same time, ensuring financial security is the most urgent task of society, the state, enterprises and organizations of all forms of ownership, entrepreneurs, and every citizen. In this regard, the practical implementation of recommendations to maintain financial security at the appropriate level will contribute to the completion of market transformations in the financial and credit sphere of the country, increase the level of financial security of enterprises, increase human security. It is corporate-type enterprises, namely joint-stock companies and limited liability companies, that are the main types of business structures that ensure the development of a market economy. Therefore, it is advisable to pay attention to the features of ensuring and assessing the quality of corporate governance of enterprises aimed at implementing the model of long-term sustainable development. The purpose of the article is to establish the impact of corporate governance ratings on the assessment of non-financial threats to the economic security of joint stock companies. In the article In the article the systematization of corporate governance indicators by criteria is carried out; the main components of the S&P corporate governance rating methodology, the CORE rating, the main components of the RID-Expert RA corporate governance rating methodology, the main components of the corporate governance methodology of the Crichton-Miller and Warman methodology, the main components of the Corporate Governance rating rating Credit Rating Agency; the advantages and disadvantages of methods of compiling corporate governance ratings are highlighted. [ABSTRACT FROM AUTHOR]

Copyright of Cuestiones Políticas is the property of Revista Cuestiones Politicas 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.)

The Introduction Of Effective Corporate Governance Elements In Order For Companies To Win In Healthy Competition In The Conditions Of A Market Economy Will Serve To Increase The Profitability Of Companies. Companies Implement An Individual Corporate Culture, Depending On The Type And Nature Of The Activity. This Article Examines The Processes Of Transformation Of Organizational Culture Into Corporate Culture, The Impact Of Corporate Culture Applied In The Process Of Transformation Of Commercial Banks On The Competitiveness Of The Company. [ABSTRACT FROM AUTHOR]

The author of the article has studied the problem of determining the subjective aspect of a shareholders’ agreement. On the basis of the analysis of the legislation of Ukraine and other countries, as well as the legal doctrine of corporate law, the author has concluded that exclusively shareholders of a particular company should be recognized as such persons, since they as the holders of subjective corporate rights, have the opportunity to exercise them in the manner determined by such an agreement. Contracts between third-party entities and shareholders, where the latter undertake to exercise their corporate rights in shares, in accordance with the directions of third parties, can not be attributed to shareholders’ agreements because the subject matter and purpose of such agreements and shareholders’ agreements do not coincide. Accordingly, a joint-stock company and third parties (its credit grantors, persons who did not acquire shareholder’s status because of various reasons and other persons) can not be recognized as a party to such an agreement, since they are not holders of corporate rights. The parties to a shareholders’ agreement conclude it because of corporate capacity, which is specific, characteristic for them as members of the joint-stock company. A shareholders’ agreement is an act of corporate legal capacity embodied in a contractual form. Therefore, only shareholders of a particular joint-stock company can conclude such an agreement. Contractual relationships are terminated in terms if one of the parties loses the respective obligation of such legal capacity, while the agreement itself remains valid for the parties that have retained the corporate legal capacity, unless otherwise expressly provided by it.

Osmanlı Devleti’nin son döneminde faaliyet gösteren anonim şirketlerden biri 1912 yılında İstanbul’da kurulan “Dersaadet Birinci Osmanlı Numune-i Terakki-i Ziraat Anonim Şirketi”dir. Şirketin temel amacı dönemin fenni usullerini kullanarak ziraat ve hayvancılık sektörlerinde çalışmalar yapmak, bu sektörlere dair pratik eğitim vermek, yurtiçi ve yurt dışı gelişmeleri aktararak yayılmasını sağlamak, yerlileşme konusunda toplumsal bilinci güçlendirmek ve ülkenin ekonomisine ve terakkisine katkıda bulunmaktı. Şirket, projelerini hayata geçirmek için numune bir çiftlik kurmayı düşünmüş, bunun için ideal mekân olarak Yalova’da bulunan Baltacı Çiftliği’ni seçmiştir. Maliye Nezareti’yle yapılan anlaşmaya göre çiftlik, şirket tarafından yedi yıllığına kiralanmakla birlikte hükümet bu sürenin elli yıla çıkarılabileceğini bildirmiştir. Fakat çiftlik civarında iskân edilmiş olan ve bu toprakların bir kısmında tarım yapan Dağıstan muhacirleriyle ve çevre köylerde yaşayan ahaliyle bazı anlaşmazlıklar vuku bulmuştur. Bu konuda hassas davranan hükümet, ahali ve muhacirlerin mağduriyete uğramaması için anlaşmaya bazı maddeler ilave etmiştir. Çalışma, günümüz literatüründe hakkında fazla bilgi bulunmayan Dersaadet Birinci Osmanlı Numune-i Terakki-i Ziraat Anonim Şirketi’nin kuruluş amacını ve hedeflerini, şirketin Baltacı Çiftliği’ni kiralama ve işletme safhalarını Osmanlı arşiv belgelerinden faydalanarak ele almaktadır. Her ne kadar şirketin planladığı faaliyetler uygulanamamış olsa da 20. yüzyılın başlarında ziraat ve hayvancılık konusunda teşebbüste bulunan yerli bir ziraat şirketinin amacı, hedefleri ve iktisadi faaliyetlere yaklaşımının ortaya koyulması kanaatimizce tarih yazımı için değerli bilgiler sunmaktadır. Çalışma, böylece Osmanlı Devleti’nin son dönemindeki şirketleşme çabalarının anlaşılmasına katkı sunmayı hedeflemektedir.

Specific issues of the correlation of mandatory nature and discretionary nature of shareholders legal relations’ regulation have been researched. Based on the analysis of the legislation of Ukraine and other countries, the author has paid attention to the fact that priority should be given to their imperative provision in the framework of shareholders legal relations. The conclusion of a shareholders’ agreement is an example of applying the principle of discretionary nature, when the shareholders of one company independently choose the particular model of behavior for the implementation of their corporate rights. Such rights, in their opinion, are the most effective for corporate interests’ settlement. However, while implementing this principle, it is necessary to observe the limits set by mandatory corporate norms. Shareholders’ agreement under national law is secondary in regard to the charter of a joint-stock company within the limits of mandatory-discretionary regulation of shareholders relations. Such an agreement as a form of manifestation of the discretionary regulation of shareholders relations cannot regulate those social relations that are mandatory regulated by the current legislation. It must comply with the requirements of the legislation, as well as with the by-laws adopted for their itemization.