Academic literature on the topic 'Member company limited by shares general meeting'

Abstract This article deals with the transfer of stake in a general commercial company and the transfer of business share in a limited liability company especially according to Slovak legislation and also according to older and current Czech legislation. The attention is focused on the regulation of these transfers and the relations that are generated on the basis of author´s point of view and case law. The question of the admissibility and prohibition of the transfer of stake is presented in general commercial company. Analysis of the issue focuses mainly on the formal and material conditions of transfer of business share in limited liability company with differentiation on another member and on third party. Special attention is paid to the consent to that transfer granted by the general meeting or by other body of limited liability company and also is paid to the legal consequences that arise in the case of withholding of consent. The authoress seeks to point at the shortcomings of assessed legal arrangement and provides possible legislative solutions of transfer of stake or business share within the dispositive provisions of the Slovak Commercial Code.

The General Meeting of Shareholders (AGM) held by the company is an important organ in taking various policies in the company. The GMS in practice is set forth in an authentic deed made before a notary and or made in minutes of meetings in the form of a deed under the hand, and then the deed is set forth in the form of an authentic deed and this practice is known as the deed of the decision of the meeting. In this context, the responsibility of a notary in making the deed of declaration of decision of general meeting of shareholders of circular limited company should be studied further, since a Notary is a public official who has authority to make authentic deed of all acts, agreements and stipulations ordered by general regulations or requested by the parties making the deed. Notary as a public official in every execution of his duties should not be out of the "signs" that have been regulated by the applicable law. Based on the results of research can be concluded that the making of Deed of Shareholders General Meeting of Shareholders which made in circulation has been regulated in Law Number 40 Year 2007 and has been allowed, so have legal validity and strength. However, in the verdict the judge has overturned the ruling of the general meeting which was made in circulation regarding the transfer of ownership of the shares, because the judge considered that in making the decision there is one element that has not been completed, namely the signature of several parties. With the cancellation of the decision, it will affect the return of share ownership from the defendant to be returned to the party, and this also affects the notary who participated in making the deed of decision of the general meeting that the notary is required to obey and comply with the stipulated decision.

Family-run enterprises are business organisations in which the reins of control are concentrated in the hands of a single family or an individual who for the enterprise aims to continue operation through successive generations of the family. In Serbia, family-run companies usually begin as an individual entrepreneurship, a form of closed company (general and limited partnership) or relatively closed company (limited liability company). The legal difficulties that arise following the death of an individual entrepreneur (natural person) differ from those following the death of a member in a company (legal entity). Companies are imbued with rights and responsibilities separate from the personal rights and responsibilities of their members. Members of a company, including the head, are not considered owners of the company’s property in legal terms. Instead, they have shares in the company, and those shares entitle them to membership (management and proprietary) rights. Thus, when a member dies, the company’s property, in whole or in part, is not subject to inheritance (although that deceased member’s share is). This differs from the situation following an individual entrepreneur’s death. The law does not recognise a natural person conducting business as an individual entrepreneur as having two legal personalities (personal and business); everything is treated as personal. Therefore, all the assets and debts of a deceased individual entrepreneur are subject to inheritance, regardless of whether or not they were accrued in the course of business. The succession of a share following a member’s death is regulated separately for each company form, and all issues not governed by the Companies Act or a company’s incorporation document are subject to the rules of Serbia’s Law of Inheritance. Inheritance rules differ greatly for a share in a personal company (general or limited partnership) and a share in a capital company (limited liability or joint-stock company). In principle, whether or not a deceased member’s rights and responsibilities can be passed through inheritance depends on the company’s form, its incorporation document, and the relevance of the heirs’ connection to the deceased and the company. The less complicated these are, the fewer the legal obstacles to inheritance.

"This study examines one of the basic rights of shareholders, the right to information in Hungarian and Romanian company law. The right to information is a non-property, organizational right originating from the shareholder’s membership right, which is related to the convening of the general meeting of the company limited by shares and the voting right that can be exercised there. The right to information is the individual right of the shareholder and the individual obligation of the company. The right to information belongs to all shareholders, regardless of the extent of their fi nancial contribution. The exercise of the right to information is a fundamental principle and serves the protection of the shareholder, but, in addition to its protective nature, it stands at the basis of the preparation of the decisions of the company’s shareholders."

There seems to be a common pattern in the way Member States have addressed taxation of company reorganizations. After some uncertainty, operations affecting corporate and shareholding structures were considered as sources of taxable capital gains. As might have been expected, this hindered a more efficient capital allocation, leading to the enforcement of special laws granting limited and conditional exemption aiming to ease the transfer of undertakings, often with extra advantages than what would be necessary. A deeper rethinking about the very nature of corporate finance transactions at a later stage defined the problem and brought an across-the-board enactment of general provisions for corporate restructuring, inspired by tax-neutrality: roll-over relief and tax deferral, further underpinned by Community law, have since become standards for addressing mergers, divisions, and, to some extent, transfer of assets and exchange of shares. It is arguable whether tax neutrality granted to reorganizations does represent a waiver to the realization principle, or whether instead it is a consistent development of the legal concept of taxable income. In the former case there would be some grounds to challenge tax neutrality in company restructuring operations that lack commercial reasons through purposive construction or anti-abuse clauses or principles. In the latter, antiavoidance rules should be limited to thwart circumvention of the statutory scope and the spirit of tax law, irrespective of the business purposes of the transactions carried out.

Organizational values are beliefs held by organizational members regarding the means and ends that organizations �ought to� identify in the running of the enterprise. The most basic level of commonality that provides a common identity and shared sense of purpose is reflected in the company's vision. Research suggests that when employees share organizational values, they feel more loyal, committed, identify more strongly with the organization, and are more likely to stay. Espoused values that are expressed on behalf of the organization or attributed to an organization by its senior managers in public statements may be distinct from practised values. While the relationship between espoused values and organizational practices continues being researched, espoused values are also used to enhance organizations' images. Espousing socially relevant values and corporate social responsibility (CSR) is gaining enormous importance today. The main objective of this study was to investigate organizational values (both espoused and practised), vision, and CSR. It also aimed to assess employees' awareness and understanding of core values, vision, and CSR. Further, it also aimed to investigate differences among employees' awareness of core values, vision, and CSR according to gender, age, department, hierarchy, and tenure. The sample comprised 90 executives in one of India's largest automobile company, Maruti Suzuki India Limited. Maruti is a market leader, enjoying a market share of 55 per cent in the car segment. The measures included: (1) Understanding organizational values questionnaire" (self-constructed); (2) Semi-structured interviews with 20 executives; and (3) Document analysis of five years� Annual Reports and Chairman�s speeches at Annual General Meetings. Results showed that: The espoused values were: customer obsession, fast/flexible/first mover, innovation and creativity, networking and partnership and openness and learning. Employees� awareness of espoused values, vision, and CSR was moderate, very low, and fairly high, respectively. Only age and tenure influenced awareness of CSR and one core value, respectively. Older employees had better awareness of CSR than younger employees. More experienced employees were more aware of ‘customer obsession’ as compared to the less experienced ones. Awareness and understanding of vision among employees was very inadequate, with 50 per cent of employees unable to state or explain it. In contrast, the awareness of CSR was very high (95%). A small gap existed between espoused and practised values; e.g., the most important core value of customer obsession was not mentioned by even one employee as important for success in the organization. These findings have implications for making efforts towards value internalization by holding workshops, training programmes and implementing values in performance appraisal systems. It is suggested that CSR be reconceptualized as a corporate social necessity, and may even replace organizational vision as a powerful tool for managing employee-relevant outcomes. It is also recommended that organizations' strategy on CSR must be in line with their core competency to provide them with a competitive edge.


 
 
 One of the most incorporated legal entities as a business entity by business people today is a Limited Liability Company. In practice the mechanism for the appointment, replacement, and dismissal of the Board of Directors is not always adhered to properly by the Company's organs. In the case of PT. SAM with Phiedi as Director of PT. SAM has permanently and permanently dismissed one member of the Board of Directors from his position as a director without going through the GMS. Legal facts, the existence of e-mail dated April 22 and 24 2014 which essentially contained the dismissal of the Directors of PT. SAM is permanent or permanent. This paper discusses several problem formulations, namely: 1) What is the legal protection of directors who are dismissed without going through a general meeting of shareholders according to the positive legal framework in Indonesia? 2) What is the legal effort made by the directors who are dismissed without going through a general meeting of shareholders? This research is a descriptive research. The approach used in this study is a normative juridical approach supported by an empirical juridical approach. The data used in this study are secondary data and primary data. Against all data and materials obtained from the results of the study will be compiled and analyzed qualitatively. The results of the study explain that legal protection against directors who are replaced by directors who are dismissed without going through the GMS then: 1) Each member of the board of directors is personally responsible for the loss of the company; 2) Personal responsibility is attached to the member of the board of commissioners if he is guilty or negligent in carrying out the duties of supervision or giving advice; 3) Although the loss arises from the management of the board of directors, the members of the board of commissioners remain personally responsible if in the supervision of the implementation of the management of the board of directors there is an element of error or negligence of the board of commissioners; and 4) The extent of personal responsibility of the members of the board of commissioners, limited to their mistakes or negligence, and fifth, if the members of the board of commissioners consist of 2 (two) or more, personal responsibility, is jointly responsible for each member of the board of commissioners. Legal efforts made by directors who are dismissed without going through a general meeting of shareholders, then upon dismissal of the Board of Directors without the GMS, the Commissioner must immediately convene an Extraordinary General Meeting of Shareholders to follow up on the temporary dismissal of the Board of Directors by the Board of Commissioners, then as soon as possible the Board of Commissioners calls the shareholders in the framework of the Extraordinary GMS to strengthen its decision. Considering that the Director is a majority shareholder, of course the ordinary GMS will not succeed because there is a quorum rule and the validation of the vote
 
 

In the case of shortage of capital, limited liabililty company allowed to conduct recapitalization, an activity to increase capital. Recapitalization provisions set out in article 41 up to article 43 of Law No. 40 of 2007 does not comply with the basic considerations point c of the limited liability company law. The provisions essentially determines the recapitalization can be carried out with the approval of the general meeting of shareholders that is based on the principle of one share one vote, while the considerations stated that the limited liability company is one pilar to accelerate national development that composed based on the principle of togetherness. The legal problems addressed in this study are first: how the recapitalization arrangements in the Law No. 40 of 2007?; second: how the ideal mechanism of recapitalization in realizing the the principle of togetherness within the limited liability company? This study is a normative legal research on arrangement of a limited liability company’s recapitalization. The legal problem solving uses the statute approach and historical approach. The result of this study showed that the first, arrangements of recapitalization of the limited liability company law is inadequate because it creates a disadvantage for minority shareholders and not in accordance with the principle of togetherness which is exist on the considerations part of the limited liability company law. Second, the ideal mechanism of recapitalization is to use deliberation to reach an agreement and general meeting of shareholders not use the voting system which is more favorable to the majority shareholder. Shareholders of both majority and minority can make a contract that the recapitalization can be done without harming minority shareholders, for example by bonus shares.
 
 Dalam menjalankan usahanya ada kalanya Perseroan Terbatas (PT) dihadapkan pada suatu situasi dimana PT mengalami kekurangan modal. Pada situasi seperti ini perseroan diberikan jalan untuk melakukan Rekapitalisasi atau penambahan modal yang diatur dalam Pasal 41-43 Undang-Undang No. 40 Tahun 2007 tentang Perseroan Terbatas (UUPT). Dalam ketentuan mengenai Rekapitalisasi ini terjadi konflik norma antara ketentuan yang mewajibkan rekapitalisasi atau penambahan modal dalam Perseroan dilaksanakan melalui persetujuan RUPS dengan bagian menimbang huruf c UUPT yang di dalamnya disebutkan bahwa PT merupakan usaha bersama berdasarkan asas kekeluargaan. Permasalahan yang dikemukakan dalam penelitian ini adalah, pertama: Bagaimana pengaturan Rekapitalisasi di Dalam Undang-Undang No. 40 Tahun 2007 tentang Perseroan Terbatas? Kedua: Bagaimanakah mekanisme Rekapitalisasi yang ideal dalam mewujudkan asas kekeluargaan dalam Perseroan Terbatas?. Penelitian ini menggunakan jenis penelitian hukum normatif yang mengkaji pengaturan mengenai Rekapitalisasi atau penambahan modal dan bagian menimbang huruf c UUPT. Pendekatan yang digunakan untuk memecahkan permasalahan ini adalah pendekatan perundang-undangan (the statute approach) dan pendekatan historis (historical approach). Hasil penelitian menunjukkan bahwa, pertama: pengaturan Rekapitalisasi atau penambahan modal ke dalam Perseroan di dalam Undang-Undang No. 40 Tahun 2007 tentang Perseroan Terbatas kurang memadai karena pengaturannya masih memungkinkan akan menimbulkan kerugian bagi pemegang saham minoritas dan tentu saja hal ini bertentangan dengan asas kekeluargaan yang terdapat pada bagian menimbang huruf c Undang-Undang Perseroan Terbatas. Kedua: rekapitalisasi harus dilakukan berdasarkan asas kekeluargaan yaitu melalui jalan musyawarah untuk mufakat, dan tidak menggunakan sistem voting yang lebih menguntungkan pemegang saham mayoritas. Selain hal itu, pemegang saham mayoritas dengan pemegang saham minoritas dapat membuat suatu kontrak yang menyepakati bahwa rekapitalisasi yang akan dilakukan perseroan tidak akan merugikan pemegang saham minoritas, misalnya melalui pemberian saham bonus.

This case examines the June 2015 decision of Muhammad Asad, a fund manager at Al Meezan Investment Management Limited, to participate in the Initial Public Offering (IPO) of Al Shaheer Corporation, a leading meat sector company of Pakistan. He was interested in increasing the exposure of the Meezan Islamic Fund (MIF) to the food sector, provided attractive risk-adjusted returns could be achieved. Based on the research team analysis and his own assessment, Asad had to decide whether or not to participate in the IPO book building process and the number of shares to bid for at each price level. Both Market Multiples and Discounted Cash Flow (DCF) valuation methods had yielded share value higher than the IPO floor price of PKR 43 per share which encouraged Asad to consider the investment opportunity. He also had to decide on the amount that he could allocate to the IPO on behalf of MIF. Asad had to prepare his recommendations on the IPO for presentation and approval by the investment committee in the upcoming meeting. He has asked you to conduct an independent analysis and valuation of Al Shaheer stock over the weekend and share your findings with him early Monday morning.

Background:The development of new therapies to treat symptomatic osteoarthritis (OA) often requires targeting patient subgroups such as mild and/or moderate and/or severe. Multiple assessments for pain are used in clinical and research settings, yet to quantify patient burden with increasing pain severity it is important to understand the potential variability in outcomes based on definitions of severity used1.Objectives:The objective of this study was to examine studies in the published literature that report the burden of OA pain by severity to assess similarities and/or differences across study methodologies and outcomes.Methods:A targeted literature review of PubMed and Google Scholar was conducted January 2021 and included search terms: osteoarthritis, severity, United States (US), burden, quality of life, medication/treatment, and healthcare resource utilization. The search was limited to the English language, full-text articles, and no restriction on publication date. Results included a recent study of the burden of symptomatic OA pain respondents by severity level in the US2,3. Over 100 publication titles were reviewed. Comparison of findings was descriptive in nature.Results:Nine publications were identified representing 7 unique studies, 6 being patient and/or healthcare provider surveys. Two studies focused on OA severity: the remaining 5 stratified patients by pain severity, and all but 2 of the 5 identified and confirmed pain as OA-related. Pain measures included numeric rating scales (generic 0-10, Western Ontario and McMaster Universities Arthritis Index [WOMAC] NRS 3.1), visual analog scales (generic 0-100, Short-Form McGill Pain Questionnaire Visual Analog Scale [SF-MPQ-VAS]) or Pain Interference with Activities (PIA) scale derived from the 12-Item Short Form Health Survey [SF-12v2] developed for the Medical Outcomes Study, with recall periods varying from 48 hours to 7 days to 4 weeks. Only one study exclusively assessed symptomatic patients only i.e., patients with pain scores of 0 were excluded; the remainder compared cohorts of no/mild pain with increasing severity cohorts. Four of the 7 studies examined pairwise differences among mild, moderate, and severe patients (1 study vs. a non-OA cohort); 2 compared no/mild vs. moderate-to-severe OA pain and 1 study compared mild to moderate-to-severe OA pain. For most outcomes examined like clinical comorbidities, quality of life, and healthcare resource utilization, increasing burden was observed with increasing OA and/or pain severity despite study variability.Conclusion:Pain severity levels represent an important and distinguishing factor that contributes to health outcomes in OA patients in the US. Considerable heterogeneity across studies may impact how OA pain is defined, perceived by patients, and treated. Selecting appropriate OA pain severity assessments, including cut-points, may contribute to the successful monitoring of outcomes or comparisons of therapies to manage symptomatic OA pain, especially those that target specific pain severity subgroups.References:[1]Hawker GA, Mian S, Kendzerska T et al. Arthritis Care and Research. 2011; 63(11):S240-S252.[2]Schepman P, Robinson RL, Thakkar S, et al. International Society of Pharmacoeconomics and Outcomes Research (ISPOR) Virtual Annual Meeting; May 2020.[3]Schepman P, Thakkar S, Robinson RL, et al. PAINWeek 2020 Virtual Meeting; September 2020.Disclosure of Interests:Alesia Sadosky Shareholder of: Own stock in Pfizer Inc, Consultant of: I am an employee with the consulting firm Apperture Health, Employee of: I am retired from Pfizer Inc, Patricia Schepman Shareholder of: Owns shares in Pfizer Inc, Employee of: Employee of Pfizer Inc, Sheena Thakkar Shareholder of: Owns shares of Pfizer Inc, Employee of: Employee of Pfizer Inc, Rebecca Robinson Shareholder of: Owns shares of Eli Lilly and Company, Employee of: Employee of Eli Lilly and Company, Craig Beck Shareholder of: Owns shares of Pfizer Inc, Employee of: Employee of Pfizer Inc

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<br>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 thesis is dedicated only to an influence of a member on managing company limited by shares. The thesis was written between the legal effects of two acts, but the new legal regulation, with regard to the old regulation and case law, developing for more than 20 years, was the base for my thesis. The first chapter describes the key terms of this thesis, which are crucial for good understanding of the whole problematic. The second chapter deals with the term share, which represents the participation of a member in a company. The chapter analyses its quantitative and particularly its qualitative aspect. The institute of share has changed in such a way that it has to be explained precisely. Understanding of the term share is important for the whole thesis, because it is the share itself, which represents the influence of the member. The focal point of my thesis is described in the third chapter, which deals with a member's right to participate on managing company limited by shares. This right is asserted especially through general meeting. The chapter gives an overview about the main changes in competence and functioning of the general meeting. There is also member's influence beyond the general meeting, through per rollam decision-making, described in this chapter. The chapter also contains a...

Competencies of General Meeting of limited liability company The purpose of my thesis is to analyse competencies of a general meeting of a limited liability company, show different theoretical opinions and present my own ideas. I have chosen this topic because the limited liability company is the most common type of business entity in the Czech Republic and so I find this topic useful. The thesis is composed of Introduction, four chapters and Conclusion. Introduction defines aims and methods of this thesis. First general chapter is followed by three chapters, each of which dealing with different aspects of general meeting's competence. Chapter One is introductory and defines basic terminology used in the thesis. This chapter is subdivided into five parts. Part One describes the limited liability company and explains basic characteristics of this type of business entity set out by the Czech Commercial Code, No. 513/1991 Coll., as amended (hereinafter referred to as the ,,Commercial Code ). Part Two deals with the general meeting and it's position within the company. Part Three is concerned with powers of the general meeting and explains this term in general. Part Four is about members' decision making outside of the general meeting and Part five deals with some differences of decision making of a...

78 Influence of a company member on the management of a limited company Summary The thesis focuses on the issue of a limited company member's legal position, particularly the matter of his influence on management of a limited company. The particular member's rights relating to the management of a limited company are discussed in the thesis. Chapter One and Two provide general information on essential terms according to the subject such as different categories of companies focusing on the limited company and differences between limited and personal company and the legal position of limited company member in relation to his share. The essence of the thesis is represented by the Chapter Three dealing with particular member's rights exercising in General Meeting and in relation to the other company bodies, especially the authorized representative. The description of such a specific rights is based on disputing questions, confrontation of different opinions and the case law. Chapter Four deals with the specific problems arising out of the situation the limited company is a company with a sole member who acts within the scope of General Meeting. Chapter Five provides general overview of corporate groups with focus on the relations between controlling and controlled company and definition of controlling company....