Academic literature on the topic 'Dissolution (liquidation) of the business company'

The dissolution of a Limited Liability Company is basically something that isn’t desired by the shareholders, therefore the implementation of the dissolution of a Limited Liability Company should be avoided as much as possible, because the dissolution of a Limited Liability Company will provide great losses for the shareholders of the company and the parties directly related to the Company Limited. Pursuant to Article 142 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies, the dissolution of a Company may occur due to: First, based on the resolution of the General Meeting of Shareholders; Second, because the period stipulated in the articles of association has ended; Third, based on a court order; Fourth, with the revocation of bankruptcy based on the decision of the commercial court which has permanent legal force, the Company's bankruptcy assets are not sufficient to pay bankruptcy costs; Fifth, because the Company's bankrupt assets that have been declared bankrupt are in a state of insolvency as regulated in the Law on Bankruptcy and Postponement of Debt Payment Obligations; Sixth, due to the revocation of the Company's business license, which requires the Company to conduct liquidation in accordance with the provisions of laws and regulations. Based on the research results, the liquidator must make and submit a report on the liquidation implementation process, the report contains the responsibility for the liquidation he did. Furthermore, the accountability report is given and submitted by the liquidator to the General Meeting of Shareholders, the District Court, the liquidator is obliged to notify the final result of the liquidation to the Minister, the liquidator is also required to announce the final result of the liquidation process in a newspaper, the liquidator is responsible to the General Meeting of Shareholders or the court that appointed it for the liquidation of the Limited Liability Company. There is a criminal sanction, and if it can be proven that the liquidator acted the opposite / cheated arbitrarily in the sense of not clearing all company affairs in the context of liquidation, then the liquidator can be prosecuted by reporting violations of the code of ethics, and the Liquidator has the right to attend a lawsuit in court , Liquidators have the power to maintain and dispose of assets, Liquidators have general administrative power, Liquidators have continuous control rights over the Company's liquidation assets, Liquidators have the right to sell the liquidated assets.

This article aims to provide an overview of the main features of the limited liability company (hereinafter: LLC) in Croatia. LLCs are the most common company type in Croatian business practices. This is because of low amounts of minimum sharecapital, limited liability of shareholders, freedom of shareholders to regulate own internal relations and the LLC’s internal organization, which is regulated by the articles of association and holds fewer formalities to function. Interestingly, most LLCs are established as a single shareholder LLC, followed by two and three shareholders LLCs. This supports the finding that Croatian LLCs are often closely held companies, whose founders also act as directors and employees of the company. Since 2012, it is possible to form a simple LLC for a minimum share capital of 10 KN (cca. 1.32 EUR), and as of 2020, LLCs can even be established online. Thus, the simplicity and cost effectiveness to establish an LLC remain its primary advantage. Mandatory provisions that shareholders must respect are inter alia capital requirements and capital maintenance, formation, and competencies of the management board and shareholders’ meeting. The shareholders’ meeting is superordinate to other LLC bodies, allowing directors to be appointed and dismissed at any time. Shares are alienable and inheritable, but their transfer may be limited by the LLC’s articles of association. In certain cases, shareholders can be held personally liable for the LLC’s obligations (e.g., in the event of abuse of limited liability, partial payment of capital contributions, and the LLC’s dissolution without liquidation). Further specifics and current challenges of LLCs in Croatia will be analysed in detail.

The article explores the problematic aspects of joint stock company liquidation. The essence and types of liquidation of joint stock companies have been analysed. The distinctive features of voluntary, compulsory and enforced liquidation of joint stock companies, as well as the liquidation of a bankrupt joint stock company and the liquidation on the basis of the law have been determined. The elements of the legal composition constituting the basis for the termination of joint stock companies by voluntary liquidation have been investigated. The complexity of the procedure of voluntary liquidation has been established. The expediency of introducing a simplified mechanism of voluntary liquidation has been substantiated. The main factors that hinder the liquidation of joint stock companies in Ukraine in the current context have been identified. The main problems of terminating joint stock companies through forced liquidation and the reasons for their emergence have been revealed. The main obstacles to compulsory liquidation of joint stock companies by judicial and administrative procedure have been elucidated. It has been ascertained that the current Ukrainian legislation on liquidation is still in its formative stage, characterized by inconsistencies, internal contradictions and fails to solve the main problem – a civilized exit of business entities, including joint stock companies, from the sphere of economic relations. Special emphasis is placed on researching the prospects for the development of legal regulation of relations connected with the liquidation of joint stock companies in the context of solving the revealed issues. It has been proposed as a priority step to address the problems of liquidation of joint stock companies by ensuring an adequate level of legal and regulatory regulation of the relations to terminate such organisations through liquidation. It has been reasoned that further research should be conducted into specific recommendations for solving the problems of JSC liquidation in order to consider them in the preparation of Draft No. 2493 for the second reading in the Supreme Council of Ukraine, as well as the systematisation of general rules on voluntary and compulsory liquidation in the Civil Code of Ukraine.

The development of a global economy is impossible without economic ups and downs, which disrupt economic stability. The growth of the crisis in Ukrainian companies is no exception. In world practice, there are many methods for estimating the possibility of companies’ bankruptcy. At the same time, there are no methodological approaches to setting up the possible commencement of company’s liquidation during its bankruptcy. The article aims to develop a methodology for estimating the possibility of company’s liquidation due to the introduction of its bankruptcy procedure and to determine the financial potential of the company based on the Ukrainian economy. Statistical surveys about the activities of Ukrainian companies were conducted. Using a discriminant analysis, a four-factor model for estimating the possibility of companies’ liquidation undergoing bankruptcy was developed. An appropriate scale has been constructed to interpret the values obtained using the collective expert estimation method. The matrix method was applied to construct matrices of pairwise comparison for the results of qualitative assessment.It has been proposed to assess the liquidation of a company by determining the conditional probability of such liquidation. A matrix of the pairwise comparison of the qualitative assessment results has been constructed for the company’s bankruptcy procedure commencement probability and that for the company’s liquidation procedure commencement. It has been substantiated that the level of the company’s financial potential is the reverse indicator of the probability value for the bankruptcy and the liquidation of that company. Matrices have been constructed that qualitatively assess probabilistic level of the financial potential both for the companies at the bankruptcy stage and for those whose bankruptcy procedure has not yet begun. The results of the testing confirm the correctness of the proposed methods and the expediency of their application.

ABSTRACT Ben and Cindy Johnson have been partners in marriage and business for 20 years, jointly owning and operating Scratchpad, a software production and distribution company. In recent years the couple drifted apart, and Ben, with Cindy's agreement, has filed for divorce. The couple has also agreed that they will not work together post-divorce. As a result, the divorce settlement will include compensation to Ben for transferring his ownership interest in Scratchpad to Cindy. In this case, you will be the valuation analyst to develop the valuation of Scratchpad to support this matrimonial dissolution.

The aims of this research were to identify key internal and external success factors within the forwarding industry and the organization, and to analyze competitive positioning of a forwarding business in Indonesia in order to obtain its optimal business strategy. Research method applied was qualitative approachusing case study. Respondents consist of 20 managers at Jakarta. Data collection was conducted in October 2017 at Jakarta using questionnaire distribution. The first stage of data analysis mapped company's strengths and weaknesses into Internal Factor Evaluation (IFE) matrix, mapped market opportunities and threats into External Factor Evaluation (EFE) matrix, and mapped competition into Competitive Profile Matrix (CPM) with the application of Expert Choice Software. The results of the external and internal audit were used to generate alternative strategies by applying a Business Competitive Position Matrix, Grand Matrix Strategy, and BCG Matrix. Three alternative strategies were selected from matrices conducted prior to Quantitative Strategic Planning Matrix (QSPM), namely adding the new sub-business unit to serve delivery service for small-sized goods (product development), conduct IT innovation to open opportunities in entering E-Commerce business (market development), and liquidation. The outcome is a product development strategy, which is indicating that the best strategic decision for the future sustainability in the business competition is to add new sub-business unit in small-sized goods delivery.

You can respond to a business crisis in two ways: either by saving it (restructuring or remodelling the company and limiting, at least temporarily, creditor rights, while preserving the jobs and assets of the restructured entrepreneur) or by liquidating it (by realization of the estate and thus liquidation of the economic entity with a partial satisfaction of creditors and simultaneous return of tangible assets to trading). Thus, both liquidation and reorganization are possible in most countries. The problem of the accuracy of choice between the liquidation of an enterprise and its restructuring is one of the main topics of interest for practitioners and theorists dealing with the bankruptcy of enterprises. The decision to restructure constitutes an alternative to declaring an enterprise bankrupt. The aim of the article is to present kinds of restructuring proceedings, taking into account their characteristics, advantages and disadvantages, benefits and threats resulting from the multitude ofrestructuring proceedings including an analysis and statistics concerning the analysed phenomenon in the Polish economy in the years 2016–2018.

The emphasis on corporate sustainability as against liquidation in the South African Companies Act 71 of 2008 creates an important figure in the person of the business rescue practitioner. The practitioner in that capacity supplants the board and is insulated from the relevant elements of shareholder control in the discharge of the task of rescuing the financially distressed company. The article interrogates, through doctrinal approach, the efficacy of the statutory provisions relating to the role of the business rescue practitioner in the business rescue process and argues against the disqualification of juristic persons from appointment as business rescue practitioners. While respecting the subjective decision of the practitioner in the preparation of the rescue plan, the paper considers that such subjective decision should withstand some level of objective assessment to enjoy credibility, just as the practitioner should conform to a high level of judicial scrutiny as an officer of the court to be absolved from any liability arising from a breach of duty.

<p>Starting from registration and licensing of the establishment until the end which is dismission and liquidation. From the beginning until the end of the existence of a Limited Liability Company, consists of many operational activities related to the business as regulated in Statute of Law Number 40 of year 2007 which legislate Limited Liability Company. At the end of the life cycle of the Limited Liability Company, there are three stages, they are dismission, liquidation, and ultimately revocation of the legal entity status of a Limited Liability Company. The main principle of this stage is as stated in a proverb on justice derived from Latin means that the basic principle of the law is to live a respectable life, not harming others, and to give others what is their due, so ideally the rule of law is implemented. In fact there is a dispute in the implementation of the stages of dismission, liquidation and revocation of legal entity status due to injustice and fraudulent acts committed by individuals, Therefore this research will be discussing the aspects that trigger the dispute, to the analysis on litigation process, and ultimately the researcher provides a solution to avoid the same disputes occur in accordance with the regulations of the Statute. This research was studied using descriptive analysis with normative juridical approach, supported by primary and secondary data source from literature study. It was found that the occurrence of a dispute was caused by an irresponsible director. Not responsible in carrying out his duties to do the General Meeting of Shareholders and submit the remaining treasury from bankruptcy process. Proceeded to the litigation process where the court declared that the court was not authorized according to relative competence in giving the decree of dismission. However, at the level of cassation, the decree was canceled. Problems as such should not occur in the first place if the director has been professional and responsible due to his duty.</p>

The concept of corporate rescue lays emphasis on corporate sustainability than liquidation. This trend in corporate legislation which featured in the United Kingdom Insolvency Act of 1986, Australian Corporations Act 2001, Indian Sick Industrial Companies (Special Provisions) Act of 1985 (as replaced by Companies Act, 2013 and supplanted by the Insolvency and Bankruptcy Code, 2016) has been adopted in the South African Companies Act of 2008. The goal(s) of corporate rescue in some of these jurisdictions are not clearly defined. The paper examines, through a comparative analysis, the relevant statutory provisions in the United Kingdom, India, Australia and South Africa and the attendant judicial interpretations of those provisions with a view to discovering the goal(s) of corporate rescue in those jurisdictions. It is argued that while under the United Kingdom and Australian statutory provisions, the administrator could pursue alternative goals of either rescuing the company or achieving better results for the creditors; the South African and Indian statutory provisions do not provide such alternatives. The seeming ancillary purpose of crafting a fair deal for the stakeholders under the South African Companies Act’s provision is not sustainable if the company as an entity cannot be rescued.

This thesis deals with the dissolution (liquidation) of business companies in the Czech Republic. Besides the general characteristics of winding-up process the issue is further analyzed from the point of view of business law and accounting. The thesis is also supplemented with tax aspects of the dissolution of companies. Bankruptcy and insolvency proceedings are also mentioned marginally.

The thesis is aimed at the comparison of legal regulations of the private limited company in spanish and czech law, especially because this type of company belongs currently to one of the most wide-spreaded forms of business associations and as such creates the legal framework for the development of small and medium enterpreneurship. The thesis is divided into several thematic parts describing particular features of private limited company. This way I tried to find the most important differences between these two systems of law with the intention of clearing their advantages and also disadvantages.

abstract Aim of this Master's Thesis is to describe the process of liquidation to the reader step by step from winding-up of the company to its dissolution and focus on prospective problems that might arise in connection therewith. Based on the valid legislation the theoretical part deals with basic terms and explanation thereof with regards to anticipated effectiveness of the New Civil Code and Act on Business Corporation in January 2014 and changes related thereto. The practical part contains description of the liquidation process of the fictitious limited liability company. Key words: liquidation, liquidator, winding-up and dissolution of the company

This thesis is an attempt to trace the aspects of civil protection of company property from the conduct of directors in insolvent liquidation in Scotland. It emphasises the origin of the problem and the essential need to protect company property, particularly in public limited companies. This protection is required for two reasons. First, directors may abuse their powers and take advantage of the privilege of limited liability they enjoy. Second, the separation between ownership and control. There are several aspects of civil protection which are provided by the Insolvency Act 1986, the Company Directors Disqualification Act 1986 and the common law. Regarding civil protection after the commencement of an insolvent liquidation, the Insolvency Act protects company property: (1) by terminating all of the directors' powers in a creditors voluntary liquidation (s.103); (2) by avoiding dispositions of company property after the commencement of liquidation in a compulsory liquidation (s.127); (3) by making public and private examinations to investigate directors' conduct in their dealings with the company (ss. 133, 236 and 112); (4) by prohibiting directors from re-using the company's name (ss. 216-217) and (5) by disqualifying directors who are ordered by the court to contribute to the company's assets as a result of fraudulent and wrongful trading (s. 10 of the C.D.D.A. 1986) and those directors whose conduct makes them unfit to be concerned in the management of the company (s. 6 of the C.D.D.A. 1986). But to maximise this protection a provision should be added to provide that directors' powers should cease in a compulsory liquidation not only after the liquidation order but also after the appointment of a provisional liquidator except with the leave of the court. Section 127 should also extend to cover any disposition made after the making of a resolution to wind up the company voluntarily and before the appointment of the liquidator and after his appointment.

This Master's thesis describe process of liquidation which precluding disappearance of the enterprise. As a result is to show this action in reality. The practical part of this thesis contains activities of liquidator in the joint-stock company. The thesis refers to possibility of bankruptcy the company and the liquidator's procedure in this situation. The goal of this thesis is describing the procedure of liquidation, direct the attention to mentioned problems that could occur during liquidation and trying to find some solutions.

Appelés à s’appliquer concurremment pour traiter les difficultés d’une société, il est classiquement considéré que les relations entre le droit des sociétés et le droit des entreprises en difficulté se résument à des conflits pouvant être résolus en faisant prévaloir le « droit spécial » des procédures collectives sur le « droit commun » des sociétés. Cette analyse a perdu de sa pertinence en raison de la mutation du droit des faillites en droit des entreprises en difficulté dont la finalité, le contenu, et le domaine d’application ont profondément changé, ainsi qu’en raison de la contractualisation des deux matières. Ces évolutions ont induit une appréhension nouvelle de celles-ci. Sont en effet recherchées, tant par les sociétés en difficulté que par leurs créanciers, les potentialités de l’association du droit des sociétés et du droit des entreprises en difficulté pour organiser le rebond d’une société défaillante. Leurs relations en droit positif s’avèrent ainsi plus subtiles et plus complexes. Une synergie existe entre elles lors du règlement à l’amiable des difficultés, tandis qu’une véritable soumission du droit des sociétés au droit des entreprises en difficulté peut être constatée lors du règlement judiciaire des difficultés. Malgré des origines distinctes, des finalités propres, et des fonctions radicalement opposées, une logique anime les relations des deux matières révélant un corpus légal et jurisprudentiel utilisé pour le règlement des difficultés qui témoigne de l’existence d’un droit des sociétés en difficulté
It is commonly understood that, when considering ailing companies, the conflicts that arise between concurrently applicable corporate law and insolvency law can be solved with “special law” that prevails over “ordinary law”. This understanding has lost some relevance through the transformation of “bankruptcy law” into “distressed business law”. The trend towards the use of explicit contracts in these fields is bringing about a change in their finality, content and scope. This evolution of corporate law and insolvency law is creating new apprehension on the part of both the distressed company and the creditors, with the result that both parties are looking for means to combine these subjects when organising the recovery of an ailing firm. Their coexistence in substantive law turns out to be even more subtle and complex. In the case of an amicable settlement of a dispute, a synergy exists between corporate law and insolvency law whereas when a settlement is imposed under court supervision, the prevalence of insolvency law over corporate law is notable. Despite distinct origins, differing finality and radically opposing functions, a common logic motivates the relation between corporate law and insolvency law revealing a legal corpus and case law as a testament to the existence of an “ailing company law”

El presente trabajo de investigación obedece a la percepción de sensación de desprotección que siente una persona al tener un problema societario que debería de ser extirpado, la irregularidad de las sociedades; que puede traer consigo un drástico cambio en el contexto económico de cada persona.
Trabajo de investigación

The aim of this report is company liquidation and her possible risks.The theoretical part of this dissertation deal with the general law business liquidation of the company, primarily focused on the legal status of the liquidator and his individual acts within the liquidation process.The analytical part analyse the course of liquidation of a particular company from the perspective of liquidator. The target is carry out problem-free liquidation with the greatest possible benefit for shareholders.

This thesis deals with the liquidation of legal persons. It deals with the demands of the liquidator to enter into liquidation. It describes the registration requirements, accounting and tax obligations. The output is an example of completing the processing of tax return.

Le régime juridique de la société anonyme unipersonnelle (SAU) de droitOHADA est défini par renvoi au régime prévu pour la SA pluripersonnelle, avec desadaptations minimales. En réalité, le caractère unipersonnel de la SA lui confère une certaineparticularité qui rend inappropriée la transposition pure et simple des règles du modèlepluripersonnel. Outre les difficultés d’application qu’elle entraîne souvent, la technique durenvoi laisse irrésolues de nombreuses questions suscitées par l’unipersonnalité. Le régimejuridique de la SAU dans son ensemble en ressort insuffisamment adapté à l’unicitéd’actionnaire.Une adaptation du régime juridique de la SAU de droit OHADA au particularisme del’unipersonnalité devient alors nécessaire. Elle doit être entreprise sous fond de simplificationdes règles, d’une part à l’égard de la société, à travers les règles relatives à sa constitution et àson évolution, d’autre part, à l’égard des acteurs que sont l’actionnaire unique, les organesd’administration et de contrôle.Au-delà de son approche critique, l’étude a surtout pour ambition de proposer unmodèle de société anonyme unipersonnelle au régime juridique plus lisible, simple et attractif
The one-person limited company under the OHADA LAW has seen itslegal regime being defined with reference to the regime of the multi-persons limited company,with minimum adaptations. In fact the one-person character of the Limited company gives it a certain peculiarity that renders inappropriate the pure and simple transportation of rules of the multi-person limited company model. Besides the difficulty of implementation that it oftenentails, the technique of referring leaves unresolved many questions raised by the one-personlimited company model. The legal regime of the one-person limited company as a whole thatarises is insufficiently adapted to the unique shareholder.An adaptation of the one-person limited company legal regime of the OHADA LAWto the particularity of the one-person thus becomes necessary. It has to be undertaken underthe simplification of rules, on the one hand with regards to the company, through rules relatedto its constitution and its evolution, on the other hand, with respect to the actors that are thesole shareholders, administrative and control bodies

This chapter deals with procedures and legislation governing the insolvency and liquidation of a company and who are qualified as insolvency practitioners. It discusses insolvency procedures such as administration, voluntary arrangement, creditors’ voluntary winding up, winding up by the court and the appointment of a provisional liquidator. It considers the effect of insolvency and liquidation procedures on floating charges, court control of insolvency and liquidation procedures, and liability for fraudulent trading and wrongful trading. The legal principles underlying disqualification orders against a company’s directors, the use of an insolvent company’s name, the order of the application of assets in liquidation and the dissolution of a company are also examined.

This chapter deals with procedures and legislation governing the insolvency and liquidation of a company and who are qualified as insolvency practitioners. It first discusses insolvency procedures such as administrative receivership, administration, voluntary arrangement, creditors’ voluntary winding up, winding up by the court, and the appointment of a provisional liquidator. It then considers the effect of insolvency and liquidation procedures on floating charges, court control of insolvency and liquidation procedures, and liability for wrongful trading. The legal principles underlying disqualification orders against a company’s directors, the use of an insolvent company’s name, the order of the application of assets in liquidation, and the dissolution of a company are also examined.

Company Law brings clarity and analysis to the ever-changing landscape of this field. The text aims to capture the dynamism of the subject, places the material in context, highlights its relevance and topicality, and guides readers through all the major issues. From incorporation through to liquidation and dissolution, the work explores the workings of the corporate entity. The book is divided into five distinct sections covering corporate structure (including legal personality and constitutional issues), corporate governance (including directors’ duties and liabilities), shareholders’ rights and remedies (including powers of decision-making and shareholder petitions), corporate finance (including share and loan capital), and corporate insolvency.

This concluding chapter explores the different types of liquidation, the powers of a liquidator, and the ways in which a company can be dissolved and restored. The Insolvency Act 1986 (IA 1986) provides for two types of liquidation: voluntary winding up; and winding up by the court. A voluntary winding up occurs where the members voluntarily wind up the company by passing a special resolution. Meanwhile, compulsory winding up occurs where a person petitions the court for an order of winding up the company, and the court grants such an order. The liquidator's role is to gather, realize, and distribute the assets of the company to its creditors and, if there is a surplus, to persons so entitled. Ultimately, the process by which a company's existence is ended is known as ‘dissolution’. A dissolved company can be restored in certain circumstances.

Winding up or liquidation is the process by which the assets of the company are collected in and realised, its liabilities discharged, and the net surplus, if there is one, distributed to the persons entitled to it. This chapter concentrates on the winding up of insolvent companies. The discussions cover: voluntary winding up; compulsory winding up; consequences of the winding-up order; the role and powers of a liquidator; the anti-deprivation rule, proof of debts, and set-off; the order of distribution; and dissolution of the company.

Winding up or liquidation is the process by which the assets of the company are collected in and realised. This chapter concentrates on the winding up of insolvent companies. The discussion covers: voluntary winding up; compulsory winding up; consequences of the winding-up order; the role and powers of a liquidator; the anti-deprivation rule, proof of debts, and set-off; the order of distribution; and dissolution of the company. The chapter considers the differing types of winding up and, in particular, the ability to have a company wound up where it is unable to pay its debts. It examines the role of the liquidation in realising assets and making distributions to creditors. It considers in detail the order of distribution and the priority accorded to creditors including HMRC (following the expansion of preferential debts), floating chargeholders and unsecured creditors.

This chapter deals with procedures and legislation governing the insolvency and liquidation of a company and who are qualified as insolvency practitioners. It first discusses insolvency procedures such as administrative receivership, administration, voluntary arrangement, creditors’ voluntary winding up, winding up by the court and the appointment of a provisional liquidator. It then considers the effect of insolvency and liquidation procedures on floating charges, court control of insolvency and liquidation procedures and liability for wrongful trading. The legal principles underlying disqualification orders against a company’s directors, the use of an insolvent company’s name, the order of the application of assets in liquidation and the dissolution of a company are also examined.

This chapter deals with procedures and legislation governing the insolvency and liquidation of a company and who are qualified as insolvency practitioners. It discusses insolvency procedures such as administration, voluntary arrangement, creditors’ voluntary winding up, winding up by the court and the appointment of a provisional liquidator. It considers the effect of insolvency and liquidation procedures on floating charges, court control of insolvency and liquidation procedures, and liability for fraudulent trading and wrongful trading. The legal principles underlying disqualification orders against a company’s directors, the use of an insolvent company’s name, the order of the application of assets in liquidation and the dissolution of a company are also examined.

This chapter deals with procedures and legislation governing the insolvency and liquidation of a company and who are qualified as insolvency practitioners. It discusses insolvency procedures such as administration, voluntary arrangement, creditors’ voluntary winding up, winding up by the court and the appointment of a provisional liquidator. It considers the effect of insolvency and liquidation procedures on floating charges, court control of insolvency and liquidation procedures, and liability for fraudulent trading and wrongful trading. The legal principles underlying disqualification orders against a company’s directors, the use of an insolvent company’s name, the order of the application of assets in liquidation and the dissolution of a company are also examined.

This chapter deals with the procedures available when a company is insolvent or facing financial difficulties. It also considers the ways in which insolvent partnerships can be subject to the same procedures as companies. The law relating to these matters is principally contained in the Insolvency Act 1986 together with the Insolvency Rules 1986, as amended by the Insolvency Act 2000 and the Enterprise Act 2002. The insolvency legislation provides four procedures for companies in financial difficulties: administration, voluntary arrangement, receivership, and liquidation.

The report analyzes the provisions of Art. 157, paragraf 1 CA and art. 155, item 3 of the CA, in order to establish the persons who have the authority to declare the termination of the company in the Commercial Register and to carry out a procedure for liquidation of the company.

Golden parachutes represent one of the preventive defence antitakeover measures based on which contracts are concluded with the engagement of team of managers of the target company, promising them the payment of profitable compensation in case of occurrence of transactions related to takeover of control (purchase of a certain percentage of shares or direct offer to shareholders for a certain percentage of company shares). Contract rights called the golden parachutes are activated by the creation of one or more alternative events, or "triggers." (Un)intentional incorrect application of the golden parachutes may have not only significant negative consequences on the future performance of companies, but it can also deter potential investors from the decision to invest their capital in companies that have entered into such agreements with the engaged team of managers. Numerous cases of incorrect application of the golden parachutes can be found in the former socialist countries, as well as in the countries that emerged from the dissolution of Yugoslavia.

Attention to safety and health are of ever-increasing priority to industrial organizations. Good Safety is demanded by stockholders, employees, and the community while increasing injury costs provide additional motivation for safety and health excellence. Safety has always been a strong corporate value of DuPont and a vital part of its culture. As a result, DuPont has become a benchmark in safety and health performance. Since 1990, DuPont has re-engineered itself to meet global competition and address future vision. In the new re-engineered organizational structures, DuPont has also had to re-engineer its safety management systems. A special Discovery Team was chartered by DuPont senior management to determine the “best practices’ for safety and health being used in DuPont best-performing sites. A summary of the findings is presented, and five of the practices are discussed. Excellence in safety and health management is more important today than ever. Public awareness, federal and state regulations, and enlightened management have resulted in a widespread conviction that all employees have the right to work in an environment that will not adversely affect their safety and health. In DuPont, we believe that excellence in safety and health is necessary to achieve global competitiveness, maintain employee loyalty, and be an accepted member of the communities in which we make, handle, use, and transport products. Safety can also be the “catalyst” to achieving excellence in other important business parameters. The organizational and communication skills developed by management, individuals, and teams in safety can be directly applied to other company initiatives. As we look into the 21st Century, we must also recognize that new organizational structures (flatter with empowered teams) will require new safety management techniques and systems in order to maintain continuous improvement in safety performance. Injury costs, which have risen dramatically in the past twenty years, provide another incentive for safety and health excellence. Shown in the Figure 1, injury costs have increased even after correcting for inflation. Many companies have found these costs to be an “invisible drain” on earnings and profitability. In some organizations, significant initiatives have been launched to better manage the workers’ compensation systems. We have found that the ultimate solution is to prevent injuries and incidents before they occur. A globally-respected company, DuPont is regarded as a well-managed, extremely ethical firm that is the benchmark in industrial safety performance. Like many other companies, DuPont has re-engineered itself and downsized its operations since 1985. Through these changes, we have maintained dedication to our principles and developed new techniques to manage in these organizational environments. As a diversified company, our operations involve chemical process facilities, production line operations, field activities, and sales and distribution of materials. Our customer base is almost entirely industrial and yet we still maintain a high level of consumer awareness and positive perception. The DuPont concern for safety dates back to the early 1800s and the first days of the company. In 1802 E.I. DuPont, a Frenchman, began manufacturing quality grade explosives to fill America’s growing need to build roads, clear fields, increase mining output, and protect its recently won independence. Because explosives production is such a hazardous industry, DuPont recognized and accepted the need for an effective safety effort. The building walls of the first powder mill near Wilmington, Delaware, were built three stones thick on three sides. The back remained open to the Brandywine River to direct any explosive forces away from other buildings and employees. To set the safety example, DuPont also built his home and the homes of his managers next to the powder yard. An effective safety program was a necessity. It represented the first defense against instant corporate liquidation. Safety needs more than a well-designed plant, however. In 1811, work rules were posted in the mill to guide employee work habits. Though not nearly as sophisticated as the safety standards of today, they did introduce an important basic concept — that safety must be a line management responsibility. Later, DuPont introduced an employee health program and hired a company doctor. An early step taken in 1912 was the keeping of safety statistics, approximately 60 years before the federal requirement to do so. We had a visible measure of our safety performance and were determined that we were going to improve it. When the nation entered World War I, the DuPont Company supplied 40 percent of the explosives used by the Allied Forces, more than 1.5 billion pounds. To accomplish this task, over 30,000 new employees were hired and trained to build and operate many plants. Among these facilities was the largest smokeless powder plant the world had ever seen. The new plant was producing granulated powder in a record 116 days after ground breaking. The trends on the safety performance chart reflect the problems that a large new work force can pose until the employees fully accept the company’s safety philosophy. The first arrow reflects the World War I scale-up, and the second arrow represents rapid diversification into new businesses during the 1920s. These instances of significant deterioration in safety performance reinforced DuPont’s commitment to reduce the unsafe acts that were causing 96 percent of our injuries. Only 4 percent of injuries result from unsafe conditions or equipment — the remainder result from the unsafe acts of people. This is an important concept if we are to focus our attention on reducing injuries and incidents within the work environment. World War II brought on a similar set of demands. The story was similar to World War I but the numbers were even more astonishing: one billion dollars in capital expenditures, 54 new plants, 75,000 additional employees, and 4.5 billion pounds of explosives produced — 20 percent of the volume used by the Allied Forces. Yet, the performance during the war years showed no significant deviation from the pre-war years. In 1941, the DuPont Company was 10 times safer than all industry and 9 times safer than the Chemical Industry. Management and the line organization were finally working as they should to control the real causes of injuries. Today, DuPont is about 50 times safer than US industrial safety performance averages. Comparing performance to other industries, it is interesting to note that seemingly “hazard-free” industries seem to have extraordinarily high injury rates. This is because, as DuPont has found out, performance is a function of injury prevention and safety management systems, not hazard exposure. Our success in safety results from a sound safety management philosophy. Each of the 125 DuPont facilities is responsible for its own safety program, progress, and performance. However, management at each of these facilities approaches safety from the same fundamental and sound philosophy. This philosophy can be expressed in eleven straightforward principles. The first principle is that all injuries can be prevented. That statement may seem a bit optimistic. In fact, we believe that this is a realistic goal and not just a theoretical objective. Our safety performance proves that the objective is achievable. We have plants with over 2,000 employees that have operated for over 10 years without a lost time injury. As injuries and incidents are investigated, we can always identify actions that could have prevented that incident. If we manage safety in a proactive — rather than reactive — manner, we will eliminate injuries by reducing the acts and conditions that cause them. The second principle is that management, which includes all levels through first-line supervisors, is responsible and accountable for preventing injuries. Only when senior management exerts sustained and consistent leadership in establishing safety goals, demanding accountability for safety performance and providing the necessary resources, can a safety program be effective in an industrial environment. The third principle states that, while recognizing management responsibility, it takes the combined energy of the entire organization to reach sustained, continuous improvement in safety and health performance. Creating an environment in which employees feel ownership for the safety effort and make significant contributions is an essential task for management, and one that needs deliberate and ongoing attention. The fourth principle is a corollary to the first principle that all injuries are preventable. It holds that all operating exposures that may result in injuries or illnesses can be controlled. No matter what the exposure, an effective safeguard can be provided. It is preferable, of course, to eliminate sources of danger, but when this is not reasonable or practical, supervision must specify measures such as special training, safety devices, and protective clothing. Our fifth safety principle states that safety is a condition of employment. Conscientious assumption of safety responsibility is required from all employees from their first day on the job. Each employee must be convinced that he or she has a responsibility for working safely. The sixth safety principle: Employees must be trained to work safely. We have found that an awareness for safety does not come naturally and that people have to be trained to work safely. With effective training programs to teach, motivate, and sustain safety knowledge, all injuries and illnesses can be eliminated. Our seventh principle holds that management must audit performance on the workplace to assess safety program success. Comprehensive inspections of both facilities and programs not only confirm their effectiveness in achieving the desired performance, but also detect specific problems and help to identify weaknesses in the safety effort. The Company’s eighth principle states that all deficiencies must be corrected promptly. Without prompt action, risk of injuries will increase and, even more important, the credibility of management’s safety efforts will suffer. Our ninth principle is a statement that off-the-job safety is an important part of the overall safety effort. We do not expect nor want employees to “turn safety on” as they come to work and “turn it off” when they go home. The company safety culture truly becomes of the individual employee’s way of thinking. The tenth principle recognizes that it’s good business to prevent injuries. Injuries cost money. However, hidden or indirect costs usually exceed the direct cost. Our last principle is the most important. Safety must be integrated as core business and personal value. There are two reasons for this. First, we’ve learned from almost 200 years of experience that 96 percent of safety incidents are directly caused by the action of people, not by faulty equipment or inadequate safety standards. But conversely, it is our people who provide the solutions to our safety problems. They are the one essential ingredient in the recipe for a safe workplace. Intelligent, trained, and motivated employees are any company’s greatest resource. Our success in safety depends upon the men and women in our plants following procedures, participating actively in training, and identifying and alerting each other and management to potential hazards. By demonstrating a real concern for each employee, management helps establish a mutual respect, and the foundation is laid for a solid safety program. This, of course, is also the foundation for good employee relations. An important lesson learned in DuPont is that the majority of injuries are caused by unsafe acts and at-risk behaviors rather than unsafe equipment or conditions. In fact, in several DuPont studies it was estimated that 96 percent of injuries are caused by unsafe acts. This was particularly revealing when considering safety audits — if audits were only focused on conditions, at best we could only prevent four percent of our injuries. By establishing management systems for safety auditing that focus on people, including audit training, techniques, and plans, all incidents are preventable. Of course, employee contribution and involvement in auditing leads to sustainability through stakeholdership in the system. Management safety audits help to make manage the “behavioral balance.” Every job and task performed at a site can do be done at-risk or safely. The essence of a good safety system ensures that safe behavior is the accepted norm amongst employees, and that it is the expected and respected way of doing things. Shifting employees norms contributes mightily to changing culture. The management safety audit provides a way to quantify these norms. DuPont safety performance has continued to improve since we began keeping records in 1911 until about 1990. In the 1990–1994 time frame, performance deteriorated as shown in the chart that follows: This increase in injuries caused great concern to senior DuPont management as well as employees. It occurred while the corporation was undergoing changes in organization. In order to sustain our technological, competitive, and business leadership positions, DuPont began re-engineering itself beginning in about 1990. New streamlined organizational structures and collaborative work processes eliminated many positions and levels of management and supervision. The total employment of the company was reduced about 25 percent during these four years. In our traditional hierarchical organization structures, every level of supervision and management knew exactly what they were expected to do with safety, and all had important roles. As many of these levels were eliminated, new systems needed to be identified for these new organizations. In early 1995, Edgar S. Woolard, DuPont Chairman, chartered a Corporate Discovery Team to look for processes that will put DuPont on a consistent path toward a goal of zero injuries and occupational illnesses. The cross-functional team used a mode of “discovery through learning” from as many DuPont employees and sites around the world. The Discovery Team fostered the rapid sharing and leveraging of “best practices” and innovative approaches being pursued at DuPont’s plants, field sites, laboratories, and office locations. In short, the team examined the company’s current state, described the future state, identified barriers between the two, and recommended key ways to overcome these barriers. After reporting back to executive management in April, 1995, the Discovery Team was realigned to help organizations implement their recommendations. The Discovery Team reconfirmed key values in DuPont — in short, that all injuries, incidents, and occupational illnesses are preventable and that safety is a source of competitive advantage. As such, the steps taken to improve safety performance also improve overall competitiveness. Senior management made this belief clear: “We will strengthen our business by making safety excellence an integral part of all business activities.” One of the key findings of the Discovery Team was the identification of the best practices used within the company, which are listed below: ▪ Felt Leadership – Management Commitment ▪ Business Integration ▪ Responsibility and Accountability ▪ Individual/Team Involvement and Influence ▪ Contractor Safety ▪ Metrics and Measurements ▪ Communications ▪ Rewards and Recognition ▪ Caring Interdependent Culture; Team-Based Work Process and Systems ▪ Performance Standards and Operating Discipline ▪ Training/Capability ▪ Technology ▪ Safety and Health Resources ▪ Management and Team Audits ▪ Deviation Investigation ▪ Risk Management and Emergency Response ▪ Process Safety ▪ Off-the-Job Safety and Health Education Attention to each of these best practices is essential to achieve sustained improvements in safety and health. The Discovery Implementation in conjunction with DuPont Safety and Environmental Management Services has developed a Safety Self-Assessment around these systems. In this presentation, we will discuss a few of these practices and learn what they mean. Paper published with permission.