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Journal articles on the topic 'Memorandum and articles of association of the company'
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Brauzman, O. A. "TO THE QUESTION OF THE VALUE OF THE CONSTITUTION AGREEMENT WHEN CREATING A LIMITED LIABILITY COMPANY." EurasianUnionScientists 5, no. 3(72) (April 15, 2020): 35–38. http://dx.doi.org/10.31618/esu.2413-9335.2020.5.72.646.
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In the article, the author examined the legislative changes in the number of constituent documents when creating a limited liability company in the Russian Federation. The author has analyzed the provisions of such documents as, memorandum of association, foundation agreement and charter. As a result of consideration of the value of the memorandum of association, the author concluded that the legislative changes introduced are appropriate
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Muhammad, Yakubu. "A CRITICAL APPRAISAL ON THE APPLICATION OF THE DOCTRINE OF INDOOR MANAGEMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION UNDER COMPANIES AND ALLIED MATTERS ACT (CAMA), LAWS OF THE FEDERATION OF NIGERIA, (LFN), 1990 (AS AMENDED)." International Journal of Innovative Research in Education, Technology & Social Strategies 8, no. 1 (March 25, 2021): 48–56. http://dx.doi.org/10.48028/iiprds/ijiretss.v8.i1.05.
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This study examined the Doctrine of Indoor Management in relation to Memorandum and Articles of Association under Companies and Allied Matters Act, (CAMA). In the study the researcher discussed the origin of the doctrine of indoor management and its subsequent application to Nigerian corporate law with particular reference to companies’ memorandum and articles of association. The methodology adopted in this study is doctrinal method whereby primary and secondary sources forming part of related literatures and judicial decisions are used. The researcher identified the legal problems associated with the doctrine which consequently, gave rise to statutory and judicial differences. The main findings in this study therefore were the two conflicting positions of the Act and that of the judicial decision on the doctrine. Accordingly, while the Act relieved persons from making inquiries on the powers of a company, courts have however, maintained a contrary position. Consequently, the researcher recommended for amending the provision of CAMA as regard the doctrine so that there would be conformity between the statute and judicial pronouncements.
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Akter, Shahanaz, and Dr Mohammad Jahangir Alam. "Venture Capital Fund-a Partner of Development of SMES and It Firms for an Economically Developed Digital Bangladesh." International Journal of Scientific Research and Management 8, no. 02 (February 14, 2020): 1576–83. http://dx.doi.org/10.18535/ijsrm/v8i02.em03.
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For the development of any country, the development f economy is crucial and for the development of economy nourishment and proper burgeon of the business must be ensured. Bangladesh has recently stepped up to the “Developing” ranking and aiming for sustainable development. Entrepreneurship had been the most important contributor in economic development interms of employment,innovations and healthy market competition over the last decades.As such, Entrepreneurship is the primary factor in the development of economies. A new business always affects the people and the economy of the locality as a new opportunity gets created for employment, earnings and better living standard. A new business in a local area may engender other related business and transactions. For example, an opening of a new branch of the bank may inspire the entrepreneurs of that area to implement their business plans. The Theory of Kirzner (1973-2005) about entrepreneurship explains how the improvement of economic health affects individuals in the first world. It is needless to say, how the development of services such as roads, public transportations, health, education, and entertainment are backed by the growth of industries and companies in various fields. The implementation of those industrial activities resulted in the development of a more vibrant economy.
As such, for an economy to operate smoothly and to be in a good state, it highly depends on the Financial Institutions which assists to keep economy hydrated. Hence, a regular and even flow of fund encourages business development or entrepreneurship and operations which ensure economic growth. In Bangladesh, there are Banks and Non-Banking Financial Institutions for this very purpose. But there come some limitationsunder the decision-making system of these institutions when the subject customer is new entrepreneurship or developing or Greenfield Company, which has high growth potential as well as high risk of default. Therefore,there is still a gap between the required fund for any new business and actual funds that can be disbursed from Banks and NBFIs.
Venture Capital is a category of equity or debt finance or combination of both which is generally offered to entrepreneurs and small companies, which bear high growth potential but also prone to high risk. Venture capital funds differ from the other investment companies as the others try to limit their risk-taking actions up to a specified ceiling with specified rules and guidelines made by the company articles of association and memorandum of association and management principlesgoverned bythe board.
Even though Venture Capital is a still-developing concept in Bangladesh as a vital source of funds and assistance, it is already a popular way of business development for developed countries. This paper is aimed to discuss the prospect of Venture Capital in Bangladesh and how this financing assists as co-entrepreneur of start-ups and growing ventures speciallyfor the sector of SMEs and IT.
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Moskowitz, Michael A. "IHS Memorandum and Articles of Association (Revised 2008)." Cephalalgia 29, no. 1 (January 2009): 85. http://dx.doi.org/10.1111/j.1468-2982.2008.01802.x.
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Zoran, Arsic. "Joint stock company memorandum of association and environmental protection." Zbornik radova Pravnog fakulteta, Novi Sad 46, no. 1 (2012): 119–29. http://dx.doi.org/10.5937/zrpfns46-1690.
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Veil, Ruediger. "The Use of the Shell of a Limited Liability Company." German Law Journal 4, no. 5 (May 1, 2003): 433–37. http://dx.doi.org/10.1017/s2071832200016126.
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There are four stages leading up to the creation of a limited liability company (GmbH). The founders agree upon the memorandum and articles (1), appoint a manager (2) and pay in the capital contribution (3). They must then notify the relevant District Court (Registergericht) in order to register the company in the Commercial Register (Handelsregister) (4). This notification must include a confirmation from the manager that the requisite minimum proportion of the proprietor's capital contributions has been paid in and is freely available for his or her use.
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,, ,. "Alteration of Memorandum and Articles of Association of the The Indian Institute of Welding." Indian Welding Journal 27, no. 2 (April 1, 1994): 56. http://dx.doi.org/10.22486/iwj.v27i2.148275.
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Gliniecki, Bartłomiej. "Mandatory and Default Rules in Polish Company Law." Bratislava Law Review 4, no. 1 (August 31, 2020): 71–78. http://dx.doi.org/10.46282/blr.2020.4.1.164.
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Company law regulations provide opportunity of individual shaping some of companies’ and partnerships’ rules of operation. Proper determination of those regulations which may be modified by adopting different rules in articles of association (company statues, partnership agreement) is important as far as legal safety of corporate regulations is concerned. Abusing or misunderstanding of company law regulations may lead to invalidity of contractual arrangements that would infringe mandatory regulation of company law. The article provides a general view on the principle of freedom of shaping company articles of association in Polish company law as well as ways of distinguishing between mandatory, semi-mandatory and default rules in Polish company law. Apart from general remarks and indications helpful in understanding Polish law, it also provides specific examples of company regulations in Poland and references to company law rules in other European countries.
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Chen, Peng, and Yingzhi Nie. "Effectiveness of clauses restricting equity transfer in articles of association of limited liability companies using fuzzy AHP: A data analysis of related cases in China from 2010 to 20191." Journal of Intelligent & Fuzzy Systems 40, no. 4 (April 12, 2021): 8139–50. http://dx.doi.org/10.3233/jifs-189637.
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Based on the company cases published in China over the past ten years, both theoretical methods and Artificial intelligence technologies were applied to analysis cases data on the effectiveness of clauses restricting equity transfer in articles of association of limited liability companies (LLCs). With its unique characters based on shareholders and strong vitality, limited liability company (LLC), as the “evergreen tree” among the market players, is a company form adopted by many investors. Nevertheless, due to its prominent closed characteristics, equity transfer has become a bottleneck for the development of LLCs. According to this paper, it is necessary to distinguish between the effectiveness of clauses restricting internal and external equity transfer in articles of association of LLCs. Fuzzy Analytic Hierarchical Process (AHP) is utilized for which involves process of analytic hierarchy modelled with utilizing theory of fuzzy logic. Moreover, instead of being confined to the existing legal norms, the judgment standard of clauses restricting equity transfer in articles of association of LLCs should be comprehensively measured by the golden rules, i.e. “fairness”, “autonomy” and “operability”.
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Walaszek-Pyzioł, Anna, and Wojciech Pyzioł. "Kilka refleksji na temat problematyki wkładów do spółki jawnej." Przegląd Prawa i Administracji 114 (August 10, 2018): 665–73. http://dx.doi.org/10.19195/0137-1134.114.44.
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SOME REFLECTIONS ON THE ISSUE OF CONTRIBUTIONS TO THE GENERAL PARTNERSHIPA general partnership cannot be a partnership in which even only one of the partners would not be obliged to contribute. A general partnership may, however, arise as a legal entity, although no contributions have been made to it yet — making contributions to the company is an obligation of partners, which may be performed not only after the formation of the company, but also at a later date. The articles of association may provide that individual partners will be required to make their contribution after the conclusion of the articles, but before the company is registered.
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Sobiech, Maciej, and Agnieszka Sobiech. "Taxation of contracts (articles of association) and amendments to company contracts (articles of association) under the Act on tax on civil law transactions (part 1)." Doradztwo Podatkowe - Biuletyn Instytutu Studiów Podatkowych 3, no. 283 (March 31, 2020): 4–9. http://dx.doi.org/10.5604/01.3001.0014.0628.
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The subject of taxation with this tax are civil law transactions enumerated in art. 1 of the PCC Act. Unnamed civil law transactions as well as activities not listed in the catalog contained in this article are not taxable. The tax on civil law transactions – as an indirect tax – is a complement to the regulations on the tax on goods and services, i.e. it includes primarily reliable turnover of assets. The activities charged with the tax on civil law transactions are enumerated in art. 1 of the PCC Act. This means that those activities that were not explicitly listed by the legislator in the catalog are not subject to the tax. Moreover, this tax does not apply to contracts that have no equivalent in art. 1 clause 1 of the PCC Act, even if they contain elements of contracts subject to tax. Since the Act on PCC contains a closed list of activities subject to taxation, and when defining this catalog, uses the terms of private law or introduces his own concepts (e.g. change in the articles of association), there is reasonable doubt. The use of the notion of private law under the tax law makes it necessary to determine the scope of the concept which: occurs in tax law, has a term identical to the one used in civil law, is not explained in tax law, but is explained (i.e. it is known its scope) in civil law. One of the activities that subject to tax on civil law transactions is the articles of association and amendment to the articles of associatio n.
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Hardman, Jonathan. "Articles of Association in UK Private Companies: An Empirical Leximetric Study." European Business Organization Law Review 22, no. 3 (May 19, 2021): 517–57. http://dx.doi.org/10.1007/s40804-021-00213-3.
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AbstractThe final provisions of the UK’s Companies Act 2006 have now been in force for 10 years. Part of this regime included a new form of model constitution, known as the Model Articles. This article uses empirical data to establish whether the Model Articles have been used in practice or not. To do so, it tracks the constitutions of a sample of companies (those incorporated in Scotland in October 2009) from their incorporation until December 2017. It undertakes a leximetric methodology to code 12 variables across the constitutions, with a 0 being coded for convergence to the default regime and 1 being coded for divergence from the default regime. The results show that the majority of companies do not deviate from the default regime, other than in one respect: most allowed for the ability to appoint alternate directors. More importantly, however, the dataset shows that few of the sample companies amended their articles of association following incorporation, and that there is a strong correlation between certain coding patterns and the presenter, or formation agent, used to incorporate the company.
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Andreev, Vladimir K. "On the Possibility for a Limited Liability Company to Act Based on Standard Articles of Association." Jurist 3 (March 27, 2019): 63–67. http://dx.doi.org/10.18572/1812-3929-2019-3-63-67.
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Soedrijanto, Angky, Martani Huseini, Margono Setiawan, and Eddy Suprayitno. "Strategy Implementation Traceability of Breeding Shrimp Business in Indonesia." Journal of Agricultural Studies 1, no. 1 (February 28, 2013): 69. http://dx.doi.org/10.5296/jas.v1i1.3334.
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Broodstock in the preparation of the document traceability from sea to table is upstream of all the problems in the shrimp business in Indonesia. Until now there has been no regulation or standard of Good Breeding Practices Operaional procedures that are technically capable of guaranteeing the treatment of antibiotics free. The research aims to identify, locate and establish a starting point in the implementation of traceability Indonesian shrimp from hatchery business. Analyzing the performance of the business associated with breeding success in the implementation of traceability as well as find the implementation strategy of Indonesia's shrimp traceability. The results showed that tracer code to recording the capture area of the broodstock and technically seeding practices is importance. Application numeric code that registered would be included in the memorandum of sale of seed should be done jointly by the Government and the Association of hatchery. Standards and sanctions, can be implemented by the supplier, and cold storage. Supplier has the right to buy at the local market price for non-tracer prawn; so that cold storage have to refuse shrimp if nothing to seed sales without a memorandum of traceability. Based on these simple sales memorandum format, traceability could have been implemented for accurate searching. The reflects code of location tracer hatchery / backyard in District / City + catcher + spawner + breeder + seed brokers whole or in part. Technicians and Managers responsible for the source of information if cases of food safety incidents, For accounting purposes of the company, that buyers have a recording data search to find a farmer or even seed traders. In the event that a broodstock shrimp business comes from imports, the tracer code catcher broodstock and breeder may contain information search origin imported interpreted code or code numbers importers import documents.
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Sitompul, Maleakhi W. "PENCATATAN PERUBAHAN DIREKSI DI KEMENTERIAN TERKAIT SEBAGAI DASAR PENYELESAIAN SENGKETA KEWENANGAN DIREKSI." Jurnal Darma Agung 28, no. 3 (December 7, 2020): 369. http://dx.doi.org/10.46930/ojsuda.v28i3.801.
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Research on the recording of changes to directors in the relevant Ministry, namely the Ministry of Law and Human Rights, aims to examine whether the authorized Directors in a company are Directors registered at the Ministry of Law and Human Rights. In addition, it is also to examine whether the provisions of Law no. 40 of 2007 concerning Limited Liability Companies and / or the Company's Articles of Association is sufficient to resolve disputes of authority in the event of a dispute regarding the composition and number of directors in a company, which one has the right to act against other parties. Disputes regarding the composition and authority of the Board of Directors in a limited liability company often become disputes in court, even though Indonesia's positive legal provisions have provided clear and firm rules about who the Board of Directors can represent in and out of court. Based on research, it can be seen that the starting point is from the provisions in Law No. 40 of 2007 Articles 29 and 98, changes in the members of the board of directors can only be effective for third parties, as from the date the changes are recorded in the Company Register by the Minister of Law and Human Rights in accordance with Law No. 40 of 2007 Articles 29 and 98.
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Čulinović-Herc, Edita, and Sonja Marinac Rumora. "Regulation of legal relationship between shareholders in closely held companies on the example of the Croatian limited liability company ." Zbornik Pravnog fakulteta Sveučilišta u Rijeci 39, no. 1 (2018): 45–90. http://dx.doi.org/10.30925/zpfsr.39.1.2.
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<span>This article analysis regulation of legal relationship between shareholders in closely held company. Authors define “closely held companies” by functional approach, analyzing specific features which distinguish this type of companies from all other companies, regardless of their legal form. Available data suggests there are a significant number of these companies in Croatia and abroad. There are two basic corporate governance challenges in closely held company concerning the shareholders relations: potential abuse of its position by the majority shareholder, especially when majority shareholder acts as manager and the so-called “deadlock” when shareholders cannot reach agreement on any decision necessary for normal functioning of the company. Personal relations between the shareholders are in the core of these corporate governance issues. The Croatian private limited liability company is a model of closely held company in Croatia. Thus, this article analysis the withdrawal and exclusion of shareholders in Croatian court practice and its significance for solving the conflicts between shareholders in order to preserve the company. Authors advocate for more extensive use of the right to autonomously regulate the relationships between the shareholders in closely held companies. In that regard, authors suggest to use articles of association for more precise regulation of shareholders relationship, to set higher quorum when deciding important decisions in shareholders’ meeting which would empower the minority shareholders, to leave the important decisions on governing the company in the scope of the shareholders’ meeting and other. Also, authors consider that formation of supervisory body could contribute to achieve balance between the shareholders, especially between the majority and minority shareholders. Set of recommendations set in corporate governance codes could be of great use when drafting the articles of association. In that regard, authors call for de lege ferenda implementation of such a code, following the established practice on the comparative level</span>
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Maharani, I. Gusti Ayu Manik, Desak Gde Dwi Arini, and Luh Putu Suryani. "Pengaturan Jumlah Minimal Modal Dasar pada Pendirian Perseroan Terbatas." Jurnal Konstruksi Hukum 1, no. 2 (October 28, 2020): 320–24. http://dx.doi.org/10.22225/jkh.2.1.2561.320-324.
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In Article 33 of the Company Law, regarding the regulation of the capital of a PT, it is determined that at least 25% of the authorized capital in Article 32 of the Company Law must be issued and fully paid. This study aims to determine the regulation of the minimum amount of authorized capital at the establishment of a PT and to find out the consequences of the legal position of a PT established with an amount of authorized capital that is less than the provisions in the Company Law. This study uses a normative legal research method with a statutory approach and legal concepts. The results of the study show that the arrangement of the authorized capital of PT in PP Number 29 of 2019 is contrary to Article 32 paragraph (1). Establishing a PT to obtain a legal entity is not enough by making the Articles of Association of a PT, but it must be submitted for approval to obtain legal entity status. The legal consequence is that PT which has an authorized capital amount is less than the provisions in the Company Law. PT does not have legal entity status because after the deed of establishment or the Articles of Association of the PT has been completed, to obtain legal entity status one must submit an application to the Minister of Law and Human Rights for approval. Through this research, it is hoped that the government will immediately conduct an assessment and evaluation of laws and regulations, especially in the field of corporate law
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Rokhim, Abdul. "TINDAKAN ULTRA VIRES DIREKSI DAN AKIBAT HUKUMNYA BAGI PERSEROAN TERBATAS." Yurispruden 4, no. 1 (January 25, 2021): 86. http://dx.doi.org/10.33474/yur.v4i1.9214.
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ABSTRACTThe Actions of the Board of Directors are legally qualified as the actions of the Company as a legal entity if carried out by the authority and objectives of the Company as stated in the company's articles of association. The actions of directors that are carried out outside the authority or beyond the authority(ultra vires)cannot be qualified as the actions of the company. As a result, such legal action is not binding on the Company and only binds the Board of Directors personally with third parties. The problems examined are the limits of authority of the Board of Directors according to the UUPT and the doctrine and concept of ultra vires directors. Types of normative juridical research with conceptual approach and statute approach. The actions of the board of directors as long as it is carried out within the limits of the authority granted by the law and the articles of association of PT(intra vires)are legally viewed as the actions of PT as a legal entity. Actions of the Board of Directors that are carried out outside the authority or exceed their authority as stipulated in the laws and articles of association of PT(ultra vires)the Board of Directors must be personally responsible with third parties.Keywords: Ultra Vires Action; Board of Directors; Limited Liability Company ABSTRAKTindakan Direksi secara hukum dikualifikasi sebagai tindakan perseroan selaku badan hukum apabila dilakukan sesuai dengan kewenangan dan tujuan perseroan sebagaimana tercantum dalam anggaran dasar perseroan. Tindakan direksi yang dilakukan di luar kewenangan atau melampaui kewenangan (ultra vires) tidak dapat dikualifikasi sebagai tindakan perseroan. Akibatnya, tindakan hukum tersebut tidak mengikat perseroan dan hanya mengikat Direksi secara pribadi dengan pihak ketiga. Permasalahan yang diteliti yaitu batas-batas kewenangan Direksi menurut UUPT dan doktrin dan konsep ultra vires direksi. Jenis penelitian yuridis normatif dengan pendekatan konsep (conceptual approach) dan pendekatan peraturan perundang-undangan (statute approach). Tindakan direksi sepanjang dilakukan dalam batas-batas kewenangan yang diberikan oleh undang-undang dan anggaran dasar PT (intra vires) secara hukum dipandang sebagai tindakan PT selaku badan hukum. Tindakan Direksi yang dilakukan di luar kewenangan atau melampaui kewenangannya sebagaimana diatur dalam undang-undang dan anggaran dasar PT (ultra vires) Direksi harus bertanggung jawab secara pribadi dengan pihak ketiga.Kata Kunci: Tindakan Ultra Vires; Direksi; Perseroan Terbatas
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Majumder, Md Tofael Hossain, Xiaojing Li, Aklima Akter, and Munni Begum. "Corporate attributes and corporate social disclosures: a meta-analytical review." International Journal of Law and Management 61, no. 1 (February 11, 2019): 45–72. http://dx.doi.org/10.1108/ijlma-02-2018-0023.
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PurposeThis paper aims to investigate how the corporate attributes, namely, company size, age, leverage, profitability and ownership concentration, are associated with corporate social disclosures (CSD). The paper further examines whether there are any moderating effects on the association because of different proxies of corporate attributes.Design/methodology/approachThe study uses 35 articles published between 1996 and 2016 for finding out the integrated results of the previous studies. The study uses the meta-analysis technique developed by Hunter et al. (1982) and Hunter and Schmidt (1990).FindingsThe findings of the overall meta-analysis show that company size and ownership concentration are significantly and positively associated with CSD, while age, profitability and leverage indicate an insignificant positive association. Also, the different proxies of explanatory variables moderate the association between corporate attributes and CSD.Originality/valueThis is a unique study that determines the association between corporate attributes and CSD by using meta-analysis. Therefore, it is expected that this investigation solves the inconclusive and mixed results of the prior studies and assists future researchers to develop a theory in that context.
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Babić, Ilija. "Pre-emption right of shareholder to acquire shares in the limited liability company." Pravo i privreda 58, no. 3 (2020): 254–69. http://dx.doi.org/10.5937/pip2003254b.
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A limited liability company is a company with share capital. Each member of an LLC can freely transfer his share to one, more or all other members by inter vivos and mortis causa transactions (mainly contracts). If share is transferred to a third party, all LLC members have the right of preemption. It is a rule of dispositive nature and, therefore, it can be excluded by the Memorandum of Association. A member of an LLC who plans to transfer his share to a third party shall previously send an offer to the other members in the form of LLC membership share transfer agreement. The signature of the transferee on an offer must be authenticated by a notary. The notary shall confirm that offer if share of the transferee includes real estate or when it is governed by the special act. If a LLC member believes his right of pre-emption has been violated, he can bring a complaint to the relevant court demanding: 1) that the contract or any other act related to the transfer of share should be cancelled, or 2) the obligation of the defendant (member against whom the claim is brought) to transfer his share to the plaintiff, i.e. that a judgment of the court replaces share transfer agreement between the plaintiff and the defendant. The complaint can be brought within 30 days (subjective term) from the moment when LLC member had been informed about the conclusion of share transfer agreement, but not later than six months after share transfer registration in Business Registers Agency (objective term). After the expiration of these terms, the complaint will be rejected, and therefore disposal of shares will be strengthened.
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Pamungkas, Achmad Jumeri, and Meilyna Dwijanti. "LEGAL AGREEMENT AD/ART “PT. PERKEBUNAN NUSANTARA IX” AFTER THE CONSOLIDATED PTP XV-XVI (PERSERO) WITH PTP XVIII (LIMITED)." Jurnal Pembaharuan Hukum 5, no. 2 (August 14, 2018): 197. http://dx.doi.org/10.26532/jph.v5i2.3131.
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Articles of Association of the Limited Liability Company is a legal basis that is used as reference in the management of the Company. The company can carry out cooperation with other parties. One such partnership is the amalgamation or consolidation of one or two companies into a single management company. in accordance with the process and the provisions of the legislation in force. In the Agreement clearly contain 1) the name and domicile of the Company; 2) the purpose and objectives and business activities of the Company; 3) The period of the founding of the Company; 4) the amount of the authorized, issued and paid-up capital; 5) the number of shares, class of shares if there is the following number of shares for each classification, the rights attached to each share, and the nominal value of each share; 6) the name of position and the number of members of the Board of Directors and Board of Commissioners; 7) determination of the place and manner of implementation of the GMS; 8) procedures for the appointment, replacement, dismissal of members of the Board of Directors and Board of Commissioners; 9) procedures for the use of profits and dividend distribution.
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Jurič, Dionis, and Mihaela Braut Filipovič. "Limited Liability Companies in Croatia." Central European Journal of Comparative Law 1, no. 1 (June 30, 2020): 69–85. http://dx.doi.org/10.47078/2020.1.69-85.
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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.
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Pietrzak, Marzena. "The supervisory board as an instrument of internal corporate governance in a limited liability company." Kwartalnik Nauk o Przedsiębiorstwie 59, no. 2 (June 23, 2021): 59–72. http://dx.doi.org/10.33119/knop.2021.59.2.5.
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The supervisory board is a body of authority in the company treated as the basic internal mechanism of corporate governance. The aim of this article is to indicate the importance of the corporate supervision using the example of the supervisory board as a statutory body exercising permanent supervision over the activities of a limited liability company. The study attempts to determine what powers of the aforementioned body should be extended in the articles of association and, optionally, in other corporate documents. This article has been written from a perspective of a legal-dogmatic approach that forms the basis of the analysis of the presented problems, using applicable legal provisions and relevant literature. The conducted analysis shows that the power of the supervisory board cannot be increased in a way that infringes the functions of other company bodies. The supervisory board is expected to be involved in the day-to-day operations of the limited liability company and to make strategic decisions.
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Sa’adah, Nur. "TANGGUNG JAWAB PRIBADI DIREKSI TERHADAP UTANG PERSEROAN (Analisis Putusan Mahkamah Agung No: 1914 K/Pdt/2009 )." Jurnal Surya Kencana Satu : Dinamika Masalah Hukum dan Keadilan 6, no. 2 (April 10, 2017): 1. http://dx.doi.org/10.32493/jdmhkdmhk.v6i2.331.
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The responsibility of Directors of the Company's debt in case of Ultra Vires exonerated from his liability if the company's debt arising from the actions of Directors had exceeded its authority as may of Directors gai as stipulated in Law No. 40 of 2007 and Articles of Association of the Company are concerned. The reasons and legal basis proposed by the Company in the principal case as contained in Decision No. 1914 K / Pdt / 2009, ie in the form of excuse the absence of consent of Commissioners to the Board of Directors in making a financing agreement with a third party, not the basis for consideration of the legal panel of judges in deciding the case in question. Thus, in the principal case, the actions of Directors, acting for and on behalf of the Company, although it did not get approval from the Commissioner did not abort their tanggungawab Company to the party entitled, so that the Company and the Board of Directors has the responsibility jointly and severally on the company's debt repayment.Keywords: Director, Corporation, Ultra Vires
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Fleischer, Holger. "Corporate Purpose: A Management Concept and its Implications for Company Law." European Company and Financial Law Review 18, no. 2 (April 1, 2021): 161–89. http://dx.doi.org/10.1515/ecfr-2021-0008.
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Abstract Many companies have recently been following the so-called corporate purpose concept that is recommended by leading management scholars. To this end, they identify a raison d’être for their enterprise that goes beyond mere profit making and they anchor it in the entire value chain. This paper puts the corporate purpose concept into perspective by linking it to the larger debate on corporate social responsibility and by outlining its theoretical foundations and practical application. It then goes on by explaining how this management concept fits into the company law framework, looking to France and the UK as well as to the US and Germany. Finally, this paper assesses various policy proposals made by leading purpose proponents, ranging from mandatory purpose clauses in the articles of association to say-on-purpose shareholder voting and dual-purpose business organisations.
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Bowrin, Anthony Roger, Lawrence Kickham, and Stacie L. Krupp. "Naparima Company Limited: beyond the financing crunch." CASE Journal 12, no. 2 (May 5, 2016): 278–86. http://dx.doi.org/10.1108/tcj-07-2015-0028.
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Synopsis Naparima Company Limited (NCL) was an importer and wholesaler of grocery and household products in Trinidad and Tobago, West Indies. Following increasing competition and the adoption of more lavish lifestyles by its owners, the company had fallen on hard times. Its banker, First Republic Bank, had called its outstanding loans of $1.412 million and given the company 90 days to repay all sums outstanding. Also, several major creditors had threatened legal action to recover amounts payable. This had forced NCL to explore alternative financing arrangements and to devise strategies that would improve its financial situation. Research methodology The authors used both field interviews and secondary data when preparing this case. One of the authors was a consultant to the company as it worked to develop a restructuring plan. The primary data gleaned from that process, which included interviews with all three leaders of NCL and a review of the company's financial statements, was supplemented by the collection of secondary data about the industry and its competitors from interviews with the executive director of industry association, and information about the national economic environment from newspaper articles and library resources. Relevant courses and levels This case is suitable for senior-level undergraduate students in a capstone business course, and graduate students in small business management and family business management courses.
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Rokhim, Abdul. "TINDAKAN “ULTRA VIRES” DIREKSI DAN AKIBAT HUKUMNYA BAGI PERSEROAN TERBATAS." Negara dan Keadilan 9, no. 2 (November 5, 2020): 205. http://dx.doi.org/10.33474/hukum.v9i2.9092.
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Direksi menurut Undang-undang Nomor 40 Tahun 2007 tentang Perseroan Terbatas memiliki dua kewenangan, yakni melakukan tindakan pengurusan perusahaan dan mewakili perseroan baik di dalam maupun di luar pengadilan. Tindakan Direksi secara hukum dikualifikasi sebagai tindakan perseroan selaku badan hukum apabila dilakukan sesuai dengan kewenangan dan tujuan perseroan sebagaimana tercantum dalam anggaran dasar perseroan. Tindakan direksi yang dilakukan di luar kewenangan atau melampaui kewenangan (ultra vires) tidak dapat dikualifikasi sebagai tindakan perseroan. Akibatnya, tindakan hukum tersebut tidak mengikat perseroan dan hanya mengikat Direksi secara pribadi dengan pihak ketiga.Kata kunci: Tindakan Ultra Vires; Direksi; Perseroan Terbatas Directors according to Law Number 40 of 2007 concerning Limited Liability Company have two authorities, namely taking care of the company and representing the company both inside and outside the court. The actions of the Board of Directors are legally qualified as the actions of the company as a legal entity if they are carried out in accordance with the authority and objectives of the company as stated in the company's articles of association (company statute). The directors' actions that are carried out outside the authority or exceed the authority (ultra vires) cannot be qualified as a company action. As a result, these legal actions do not bind the company and only bind the Directors privately with third parties.Keywords: Ultra Vires Actions; the Directors; Limited Liability Company
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Wydra, Łukasz. "Zdatność arbitrażowa sporów korporacyjnych (uchwałowych) po nowelizacji Kodeksu postępowania cywilnego." Zeszyty Naukowe Uniwersytetu Rzeszowskiego. Seria Prawnicza. Prawo 29 (2020): 282–93. http://dx.doi.org/10.15584/znurprawo.2020.29.19.
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Since 8 September 2019, amendments of the Code of Civil Procure, referring among others to the arbitrability of the disputes, the scope of subjects to be bound by arbitration clause contained in the articles of association of a company the modern way of informing on a corporate dispute that has arisen. entered into force. Hence, it is too early to make complex evaluation of the given amendments, it would be desirable if at least the arbitrability of corporate disputes would extend.
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Szczepańska, Katarzyna. "Przesłanki powództwa o uchylenie uchwały spółki kapitałowej." Przegląd Prawniczy Uniwersytetu im. Adama Mickiewicza, no. 1 (September 4, 2018): 59–76. http://dx.doi.org/10.14746/ppuam.2012.1.05.
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The paper presents the interpretation of grounds for repealing a resolution of a capital company (private and public limited) in the event of a conflict between such resolution and the company’s articles of association (statue), good practice, or when the intent of the resolution is contrary to the company’s interests or to the detriment of a shareholder,based on the views of representative legal doctrine and court rulings. These opinions are then confronted with views presented by legal theorists as well as the developments and changes of their interpretation in selected jurisdictions.
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Lumban Toruan, Henry Donald. "TINDAK PIDANA KORUPSI DIREKSI PERSEROAN BUMN YANG MENIMBULKAN KERUGIAN KEUANGAN NEGARA." to-ra 1, no. 1 (May 15, 2015): 30. http://dx.doi.org/10.33541/tora.v1i1.1092.
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Determination of Directors of state-owned company as perpetrators of corruption that cause financial loss to the state being debated. Actions in the framework of the management of the company's Board of Directors conduct business relationships with other companies is intended pursuit for profit purposes set forth in the articles of association of the company. If the state-owned company suffered losses in the business relationship, then it becomes a loss to the state even after careful and responsible as set out in the Company Law. Unfortunately the state losses at state- owned company made an unlawful act of corruption in the Corruption Eradication Act (Act PTPK). Establishes the Board of Directors as a subject perpetrators of corruption in PTPK Law, caused the expansion of the formulation of the notion of public servants, not just civil servants who are subject to the Civil Service Act but also includes those who receive salaries and wages of state finance or state facilities. In terms of state-owned company is a legal entity which has the property that is separate from its shareholders. When capital from state financial aid is included in the state-owned company in the form of capital stock, the capital instantly become the company's wealth. If any damage occurs as a result of the company's business relationships, then it becomes a loss company. Shareholders are only responsible for the loss of shares owned by the company.
Kata kunci: Kerugian perseroan BUMN bukan kerugian keuangan Negara
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GÜNCAN, Gökhan. "PAST AND PRESENT OF THE ULTRA-VIRES PRINCIPLE IN TURKISH COMPANIES LAW." IEDSR Association 6, no. 15 (September 20, 2021): 520–40. http://dx.doi.org/10.46872/pj.401.
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Abolished Commercial Code No. 6762 art. 137 limited the entitlement of commercial companies to the “subject of activity” included in the company's articles of association. Transactions exceeding the scope of operation written in the company's articles of association were deemed to be ultra vires transactions and were deemed null and void. Since the transactions that were deemed null and void were not available in the legal world, it was not possible to make them valid again. Because, a legal transaction that does not exist is invalid from the very beginning; even if the interests of all parties require it, it is not possible to validate the transaction with approval or authorization. Therefore, since transactions outside the scope of business of commercial companies were also considered null and void, there was no approval or ratification procedure that could make them valid. The only way to carry out the aforementioned transaction in a valid manner was to change the articles of association, regulate the company's field of activity to include the aforementioned transaction, and re-do the transaction from the beginning. In the Turkish Commercial Code no. 6102 art. 125 provision emphasized that commercial companies have legal personality, as in article 137 of the abolished Commercial Code no. 6762. However, unlike the abolished one, by eliminating the ultra vires principle, which is a limit to the competence of commercial companies. It has been widely accepted in the meaning of Turkish Civil Code art. 48. This issue was also included in the Turkish Commercial Code no:6102 art. 125 justification, and it was stated that the ultravires principle was abolished. Therefore, it is understood that the ultravires principle was abandoned as a result of the conscious choice of the Lawgiver. The subject of business is no longer a limiting element of the legal capacity of commercial companies. Despite this, the subject of business still maintains its importance for trading companies. Turkish Commercial Code no:6102 art. 213, which regulates the mandatory elements of the articles of association of commercial companies, in the provisions of 339 and 5 76, the subject of activity continues to maintain its place as a mandatory element that should be included in the articles of association. In the aforementioned provisions, among the mandatory elements to be included in the articles of association, as a common expression in the aforementioned company types, the phrase "business subject in a specified and defined manner" is used. The subject of operation is also in the Turkish Commercial Code no. 6102 art. 233 and in the provisions of art. 371, it remains as a factor limiting the representation authority of those authorized to represent the company. When these provisions are evaluated, it is understood that although the ultra vires principle has been abandoned in terms of the competence of commercial companies, the principle continues to be preserved in terms of representation. In the study, the provisions of abolished Commercial Code no:6762 art. 137, which limits the license of commercial companies to the subject of activity and art. 128, which defines the license in the broadest sense, were determined as the starting point, and the provisions regulating the authority of representation of commercial companies were examined. Thus, the effects of the ultra vires principle on the competence and representation of commercial companies have been comparatively examined within the framework of the abolished Commercial Code No. 6762 and the current Turkish Commercial Code No. 6102.
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Szczurowski, Tomasz. "OSOBOWE SPÓŁKI JEDNOOSOBOWE." Zeszyty Prawnicze 11, no. 2 (December 21, 2016): 381. http://dx.doi.org/10.21697/zp.2011.11.2.20.
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Single – Partner PartnershipSummary The Commercial Companies Code contains regulating of a single – member private limited-liability company and a single – member public company, but partnership can also have single partner. It can not be incorporate as a single – partner partnership, but it is possible that one partner remains in the partnership. First of all, a professional partnership can be single – partner partnerships (art. 98 § 2). However it is the most typical situation, I think that all kind of partnerships may have just one partner. That can happen when the partnership includes two partners and one of them terminates the articles of association or when one of them dies. In this case the partnership would have one partner during liquidation. Although the term of liquidation is unspecified, The Commercial Companies Code does not contains regulating the issue of single – partner partnership. This problem should be solved by applying general norms connecting with liquidation.
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Efendi, A'an. "PROSPEK PERSEROAN PEMEGANG SAHAM TUNGGAL TANPA PERKECUALIAN UNTUK KEMUDAHAN BISNIS." Veritas et Justitia 6, no. 2 (December 25, 2020): 343–69. http://dx.doi.org/10.25123/vej.3694.
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As a general rule, economic enterprises or companies should be established based on the principle of capital association and agreement. In contrast, Law No. 40 of 2007 re. Limited Liability Companies, provide exemptions to both principles. On the basis of this observation the issue discussed in this articles are: (1) why is the exemption provided only for certain forms of economic enterprises or companies; (2) is this exemption to the rule justified, perceived from the principle of equality; and (3) what are the justification for allowing the establishment of a limited liability company with a single investor (sole ownership). Using a juridical doctrinal approach the answer to the above questions are: (1) exemption are granted for state owned companies, established and regulated under public law; (2) the exemption is unjust as it discriminates and allowed for discriminative treatment; and (3) the practice of establishing a limited liability company by a single shareholder is a long standing practice.
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KELLY, ROBERT E., LISA J. COHEN, RANDYE J. SEMPLE, PHILIP BIALER, ADAM LAU, ALISON BODENHEIMER, ELANA NEUSTADTER, ARKADY BARENBOIM, and IGOR I. GALYNKER. "Relationship between drug company funding and outcomes of clinical psychiatric research." Psychological Medicine 36, no. 11 (August 8, 2006): 1647–56. http://dx.doi.org/10.1017/s0033291706008567.
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Background. Pharmaceutical industry funding of psychiatric research has increased significantly in recent decades, raising the question of a relationship between pharmaceutical company funding of clinical psychiatric studies and the outcomes of those studies. This study examines this relationship.Method. Abstracts of articles from 1992 and 2002 in four peer-reviewed psychiatric journals were examined. Drug outcomes (n=542) for clinical studies were evaluated and then compared across sponsorship source. Outcome raters were blind to source of sponsorship. The percentage of these studies sponsored by drug companies in 2002 v. 1992 was also compared. In a secondary analysis, the contribution of a series of potentially mediating variables to the relationship between sponsorship source and study outcome was assessed via logistic regression.Results. The percentage of studies sponsored by drug companies increased from 25% in 1992 to 57% in 2002. Favorable outcomes were significantly more common in studies sponsored by the drug manufacturer (78%) than in studies without industry sponsorship (48%) or sponsored by a competitor (28%). These relationships remained after controlling for the effects of journal, year, drug studied, time since FDA drug approval, diagnosis, sample size, and selected study design variables.Conclusions. These data indicate an association between pharmaceutical industry funding of clinical studies and positive outcomes of those studies. Further research is needed to elucidate the mechanisms underlying this relationship.
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Hariyanto, Gunawan, Suhariningsih Suhariningsih, Bambang Winarno, and Sihabuddin Sihabuddin. "Liquidator Professional Responsibility in Company Liquidation." International Journal of Multicultural and Multireligious Understanding 8, no. 1 (January 3, 2021): 43. http://dx.doi.org/10.18415/ijmmu.v8i1.2212.
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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.
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Muhayatsyah, Ali. "KEPUTUSAN BISNIS DAN TANGGUNGJAWAB DIREKSI DALAM PRINSIP FIDUCIARY DUTIES PADA PERSEROAN TERBATAS." AT-TIJARAH: Jurnal Penelitian Keuangan dan Perbankan Syariah 1, no. 2 (December 27, 2019): 37–56. http://dx.doi.org/10.52490/at-tijarah.v1i2.715.
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The main party charged with fiduciary duty is the board of directors. In UUPT No. 40/2007 it does not specifically regulate fiduciary duty but rather regulates general principles. From the general principle of fiduciary duty, directors in managing the company must pay attention to the interests of the company above other interests; directors must act in accordance with the aims and objectives of the company (intra vires), and pay attention to the limitations and restrictions determined by the law and the articles of association of the company. In carrying out their duties as directors, they are required to have in good faith and in full sense of responsibility; Directors must carry out their duties diligently, carefully, and smartly and skillfully.
Keywords: Directors, Fiduciary Duty, Business Judgment Rule, Limited Liability Company,
Abstrak
Pihak utama yang dibebankan kewajiban fiduciary duty adalah direksi. Dalam UUPT Nomor 40 Tahun 2007 tidak mengatur secara khusus mengenai fiduciary duty tetapi mengatur prinsip-prinsip umumnya. Dari prinsip umum fiduciary duty makadireksi dalam mengurus perseroan harus memperhatikan kepentingan perseroan di atas kepentingan lainnya;direksi harus bertindak sesuai dengan maksud dan tujuan perseroan (intra vires), serta memperhatikan batasan dan larangan yang ditentukan UU dan anggaran dasar Perseroan. Dalam melaksanakan tugas sebagai direksi, diharuskan memiliki itikad baik (in good faith) dan tanggung jawab (in full sense of responsibility); Direksi harus melaksanakan tugasnya dengan rajin (diligently), penuh kehati-hatian (carefully), dan pintar serta terampil (skillfully).
Kata kunci: Direksi, Fiduciary Duty, Business Judgement Rule, Perseroan Terbatas,
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Arsan, Annora, and Hasniati Fahmi. "KEDUDUKAN HUKUM KOMISARIS BERDASARKAN UNDANG-UNDANG NOMOR 40 TAHUN 2007 TENTANG PERSEROAN TERBATAS." VERITAS 7, no. 1 (April 30, 2021): 72–88. http://dx.doi.org/10.34005/veritas.v7i1.1086.
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Pursuant to Article 1 number 6 of Law Number 40 of 2007 concerning Limited Liability Companies, a Commissioner is an organ of the Company whose task is to carry out general and / or special supervision in accordance with the articles of association and provide advice to the Board of Directors. In principle, the role of the Commissioners is actually to supervise and provide advice to the Directors. However, individual commissioners do not have significant power in supervising directors. From the research results, it can be concluded that the Legal Position of Commissioners based on Law Number 40 of 2007 concerning Limited Liability Companies is that the Commissioners must be able to wisely manage various conflicts as a result of differences in the interests of shareholders. However, in practice, the responsibility of the Commissioner to manage these differences of interest can take various forms, for example making various agreements that benefit the company, not hiding information for personal gain, not abusing trust and not engaging in unfair competition. Commissioners are fully responsible for the management and operation of the company for the interests and goals of the company. In carrying out these duties, Commissioners are given full rights and powers, with the consequence that every action and action taken by the directors will be considered and treated as the company's actions and actions, as long as they act in accordance with what is stipulated in the company's articles of association.
Abstrak
Berdasarkan Pasal 1 angka 6 Undang-Undang Nomor 40 Tahun 2007 tentang Pereroan Terbatas, Komisaris adalah Organ Perseroan yang bertugas melakukan pengawasan secara umum dan/atau khusus sesuai dengan anggaran dasar serta memberi nasihat kepada Direksi. Secara prinsip, peran Komisaris sebenarnya adalah melakukan pengawasan dan memberi nasihat kepada Direksi. Namun, komisaris secara individu tidak punya kekuatan yang berarti dalam mengawasi direksi. Dari hasil penelitian dapat disimpulkan Kedudukan Hukum Komisaris Berdasarkan Undang-Undang Nomor 40 Tahun 2007 Tentang Perseroan Terbatas adalah Komisaris harus mampu mengelola secara bijak berbagai pertentangan sebagai akibat adanya perbedaan kepentingan para pemegang saham. Namun, dalam pelaksanaannya, tanggung jawab Komisaris pengelolaan perbedaan kepentingan ini dapat muncul dalam berbagai bentuk, misalnya membuat berbagai perjanjian yang menguntungkan perseroan, tidak menyembunyikan suatu informasi untuk kepentingan pribadi, tidak menyalahgunakan kepercayaan dan tidak melakukan kompetisi yang tidak sehat. Komisaris bertanggung jawab penuh atas pengurusan dan jalannya perseroan untuk kepentingan dan tujuan perseroan. Di dalam menjalankan tugasnya tersebut, Komisaris diberikan hak dan kekuasaan penuh, dengan konsekwensi bahwa setiap tindakan dan perbuatan yang dilakukan oleh direksi akan dianggap dan diperlakukan sebagai tindakan dan perbuatan perseroan, sepanjang mereka bertindak sesuai dengan apa yang ditentukan dalam anggaran dasar perseroan.
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Bundtzen, Hennings, and Gerriet Hinrichs. "Innovation capability of the company: the roles of leadership and error management." Marketing and Management of Innovations, no. 1 (2021): 112–23. http://dx.doi.org/10.21272/mmi.2021.1-09.
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Extensive research has been conducted promoting empowerment, inclusive decision making, and self-determination by employees. However, where does an organization initiate change if employees stay in their comfort zone and rather have a work-to-rule mentality? They just do not take over responsibility and the power they are given. The inductive case study involved first-hand data about leader-member exchange and corporate culture. A qualitative research approach was selected by employing personal construct psychology to receive an unbiased cultural view of employees and leaders interacting. A sample of 61 repertory grid structured interviews with 21 leaders and 40 employees produced 782 unique personal assessment criteria. The applied methodology allows a quantitative analysis of these assessments in association with leadership, error management, and employees' proactive behavior. This unusual psychological-based approach chosen as intuitive interviews predicated on personal construct psychology is unlikely to provoke socially desirable or questionnaire-driven results. Based on the case study findings, a systematic review of contemporary scientific literature was conducted to generate broadly applicable results. The final qualitative synthesis included 41 research articles relevant to the investigated topic. Theoretical and empirical results allowed concluding that leadership vulnerability supports error management and employees' psychological safety. These combinations are prerequisites to proactive behavior. Additional preconditions to proactivity are employee resilience and organizational commitment. This article's results could give practical recommendations in case organizations lack the proactive behavior of their workforce. Finally, this article advocates further research on vulnerability in leadership and managers communicating their own weaknesses and mistakes as it is an underrepresented area in current scientific literature.
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Guevarra, Joselito. "THE INCOMING REGIONAL RESPONSE REGIME IN ASEAN." International Oil Spill Conference Proceedings 2017, no. 1 (May 1, 2017): 837–49. http://dx.doi.org/10.7901/2169-3358-2017.1.837.
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ABSTRACT After more than 20 years of work, the Southeast Asian region is poised to finalize a landmark Regional Oil Spill Contingency Plan (ROSCP), which will form a solid foundation for a new regional response regime. The development of a Regional Plan is a commitment made by the ten member states of ASEAN (Association of Southeast Asian Nations) and is currently undergoing internal approval by the ASEAN Maritime Transport Working Group (MTWG) prior to implementation. The ASEAN member states committed to supporting the Regional Plan when the Transport Ministers of each member country signed the Memorandum of Understanding (MoU) on the ASEAN Cooperation Mechanism for Joint Oil Spill Preparedness and Response on November 28, 2014. This MoU is the renewed and revitalized ASEAN Oil Spill Response Action Plan (OSRAP) that was signed in 1994 but was never implemented. The MoU is based on the principles of the International Convention on Oil Pollution Preparedness, Response and Cooperation (OPRC 1990), specifically Articles 5, 6, 7 and 10. The aim of this paper is to document the historical evolution of the Regional Plan, starting from the early days of ASEAN until 2015 where it was developed by the ten member states. More importantly, this paper will highlight the current status of oil spill preparedness and response regimes in the region and how these will likely integrate into the Regional Plan when it is finally adopted. This will offer a unique perspective on the dynamics of intergovernmental agreements and on the important role of the oil and gas industry in helping governments achieve their goals of preparedness and response through capacity building and other activities, including through the partnership between the International Maritime Organization (IMO) and the Global Oil and Gas Industry Association for Environmental and Social Issues (IPIECA) which manages the Global Initiative for Southeast Asia (GISEA) Programme.
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Dingley, Daryl A., Phumlani MP Ngcongo, Paul BJ Farlam, and Jeremy C. Marwell. "The battle for truth: control and non-voting preference shares." South African Journal of Economic and Management Sciences 11, no. 3 (October 19, 2012): 305–21. http://dx.doi.org/10.4102/sajems.v11i3.453.
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If a financial institution (A) advances funding to another company (B) in return for non-voting preference shares in company B at par value, does that constitute a merger for the purposes of s 12 of the Competition Act, 89 of 1998 (the Act), if those preference shares comprise more than 50 per cent of the issued shares (ordinary and preference) of company B? And what if company B’s articles of association provide that the holder of the preference shares may obtain a right to vote at shareholders’ meetings if any preference dividend is not paid timeously, or if the preference shares are not redeemed within the agreed time? Would a provision to that effect play any role in an assessment as to whether the initial transaction constituted a merger and/or requires a further merger notification upon the triggering of company A’s right to vote? These were the interesting questions which the Competition Tribunal (the Tribunal) had to address in Cape Empowerment Trust Ltd v Sanlam Life Insurance Ltd and another1 (CET v Sanlam). (The losing party, Cape Empowerment Trust Ltd (CET), took the matter on appeal, but the parties settled after the case had been argued in the Competition Appeal Court (CAC), but before judgment had been delivered). To contextualise the issues discussed in this paper, we begin by briefly outlining the facts of that case, the main submissions of the parties, and the findings of the Tribunal. We will then analyse the main issues arising for consideration in relation to the scenario sketched in the opening paragraph of this paper, again with reference to the parties’ submissions and the Tribunal’s determination in CET v Sanlam. By way of comparison, we will also refer to foreign law, particularly United States anti-trust law.
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Raffles, Raffles. "Tanggung Jawab dan Perlindungan Hukum Direksi dalam Pengurusan Perseroan Terbatas." Undang: Jurnal Hukum 3, no. 1 (July 7, 2020): 107–37. http://dx.doi.org/10.22437/ujh.3.1.107-137.
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This article discusses the responsibilities of directors and their legal protection in managing a limited liability company. The responsibility of the directors in managing a limited liability company as regulated in the 2007 Company Law is related to the duties and authority to run the management of the company for the benefit of the company and in accordance with the aims and objectives of the company. To carry out the management of the company, the directors are authorized to carry out the management of the company in accordance with policies deemed appropriate, within the limits specified in the 2007 Company Law and/or articles of association. The responsibility of members of the directors for the company’s losses can be seen from the nature of the responsibility is personal and collective. The directors’ liability is personal if the loss suffered by the company is due to an error or negligence of the individual members of the board of directors. The responsibility of the directors is collective if the company’s losses are caused by an error or negligence in the board’s decision or action. Legal protection for directors in company management is provided if the management is based on good faith and prudence, which is recognized as the business judgment rule doctrine. Basically, directors are responsible for all actions and decisions they make, even personal accountability. However, directors can avoid personal liability if they can prove the basis and reasons and are based on good faith and caution.
Abstrak
Artikel ini membahas tanggung jawab dan perlindungan hukum direksi dalam pengurusan perseroan terbatas. Pertanggungjawaban direksi dalam pengurusan perseroan terbatas sebagaimana diatur dalam UUPT Tahun 2007 terkait dengan tugas dan wewenangnya menjalankan pengurusan perseroan untuk kepentingan perseroan dan sesuai dengan maksud dan tujuan perseroan. Untuk menjalankan pengurusan perseroan, direksi berwenang menjalankan pengurusan perseroan sesuai dengan kebijakan yang dipandang tepat, dalam batas yang ditentukan dalam UUPT Tahun 2007 dan/atau anggaran dasar. Pertanggungjawaban anggota direksi atas kerugian perseroan dilihat dari sifat pertanggungjawabannya bersifat pribadi dan kolektif. Pertanggungjawaban direksi bersifat pribadi apabila kerugian yang dialami perseroan disebabkan kesalahan atau kelalaian individu anggota direksi. Pertanggungjawaban direksi bersifat kolektif apabila kerugian perseroan diakibatkan adanya kesalahan atau kelalaian dalam keputusan atau tindakan dewan direksi. Perlindungan hukum terhadap direksi dalam pengurusan perusahaan diberikan jika pengurusan tersebut didasarkan pada itikad baik dan hati-hati, yang dikenali sebagai doktrin business judgement rule. Pada dasarnya direksi bertanggung jawab atas segala tindakan dan keputusan yang dibuatnya, bahkan pertanggungjawaban pribadi. Namun demikian, direksi dapat terhindar dari tuntutan pertanggungjawaban secara pribadi apabila dapat membuktikan dasar dan alasannya dan didasarkan pada itikad aik dan hati-hati.
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Lapeña, José Florencio F. "On Research Integrity and Ethical Publication, Authorship and Accreditation." Philippine Journal of Otolaryngology-Head and Neck Surgery 28, no. 2 (December 1, 2013): 4–6. http://dx.doi.org/10.32412/pjohns.v28i2.471.
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In 2013, multiple articles reporting the clinical trial of valsartan, an antihypertensive drug of more than US$ 1 billion annual sales from Novartis, were retracted due to data falsification.1,2 These included the Kyoto Heart Study presented by Dr. Hiroaki Matsubara at the European Society of Cardiology 2009 Congress and subsequently published in the European Heart Journal (EHJ).3,4 Aside from retraction of this article by EHJ, the American Heart Association (AHA) also retracted five papers published in three of its journals -- Circulation, Circulation Research, and Hypertension.4 Novartis employees were involved in the conduct and analysis of the Kyoto Heart Study and a second investigator-initiated trial, the Jikei Heart Study,5 although their participation was not acknowledged in publications and presentations of the data, while a Novartis employee who allegedly manipulated statistical data was listed as one of the academic authors, without disclosing the relation with the company.4,6
This scandal has severely damaged scientific integrity in Japan and set the stage for the
“Tokyo Declaration on Research Integrity and Ethical Publication in Science and Medicine in the Asia Pacific Region” adopted at the 2013 Convention of the Asia Pacific Association of Medical Journal Editors (APAME) held in Tokyo from 2 to 4 August 2013, and co-published by Journals linked to APAME and listed in the Index Medicus for the South East Asian Region (IMSEAR) and the Western Pacific Region Index Medicus (WPRIM), including the Philippine Journal of Otolaryngology Head and Neck Surgery, with a Special Announcement in this issue.7
At the core of research integrity and ethical publication is responsible and accountable authorship. The ICMJE "Uniform Requirements for Manuscripts Submitted to Biomedical Journals" has been replaced by the “Recommendations for the Conduct, Reporting, Editing, and Publication of Scholarly Work in Medical Journals.”8 An important change under these new guidelines is an additional criterion for authorship, totaling four (4) instead of three (3) criteria.
The ICMJE recommends that authorship be based on the following 4 criteria:8
Substantial contributions to the conception or design of the work; or the acquisition, analysis, or interpretation of data for the work; AND
Drafting the work or revising it critically for important intellectual content; AND
Final approval of the version to be published; AND
Agreement to be accountable for all aspects of the work in ensuring that questions related to the accuracy or integrity of any part of the work are appropriately investigated and resolved.
In addition to being accountable for the parts of the work he or she has done, an author should be able to identify which co-authors are responsible for specific other parts of the work. In addition, authors should have confidence in the integrity of the contributions of their co-authors. One cannot be listed as a co-author for the credit it brings, without being equally accountable in case of discredit. For example, consultant advisers and seniors who would consider adding their names as co-authors of a junior resident, are equally accountable for research misconduct (such as data fabrication, falsification, plagiarism), and cannot lay the blame on one (usually junior) author.
While all those designated as authors should meet all four criteria for authorship, and all who meet the four criteria should be identified as authors, those who do not meet all four criteria should be acknowledged. Hence, it is more appropriate for consultant advisers and seniors who do not meet all four criteria for authorship to be acknowledged in this manner.
Our journal seeks to maintain the highest standards of biomedical publication, and fully supports the APAME Tokyo Declaration on Research Integrity and Ethical Publication in Science and Medicine in the Asia – Pacific Region as well as the ICMJE Recommendations for the Conduct, Reporting, Editing, and Publication of Scholarly Work in Medical Journals. Multiple accreditations and indexing are testimony to these standards.
It was surprising therefore, that a letter from the Commission on Higher Education Journal Accreditation System dated 26 April 2013, which we received 26 May 2013, informed us of our reaccreditation under Category B based on the “recommendation of the panel of evaluators” who “pointed out the need to improve the journal’s refereeing system, regularity of publication/circulation and timeliness.”9
I respectfully responded to these remarks10 stating that:
the Philipp J Otolaryngol Head Neck Surg is one of the few consistently compliant journals accredited by the National Journal Selection Committee of the Philippine Council for Health Research and Development, Department of Science and Technology. Our journal has a reputable loco-regional stature evidenced by international contributions from the USA, Japan, Turkey, Malaysia, India and Brunei, and has consistently been recognized as a benchmark journal by the Philippine Association of Medical Journal Editors and Asia Pacific Association of Medical Journal Editors. It functions as the de facto ASEAN Journal in the field of Otolaryngology Head and Neck Surgery.
It is always regularly published on time, and indexed in the Health Research and Development Network (HERDIN-NeON) supported by the PCHRD-DOST; Philippine Journals On Line (PhilJOL) and Asia Journals On Line (AsiaJOL) supported by the International Network for the Availability of Scientific Publications (INASP); the Western Pacific Region Index Medicus (WPRIM) of the World Health Organization (WHO), APAMED Central and the Index Copernicus™ Journals Master List. It has always met the accreditation criteria of these services. The journal’s online peer review system is used as an example for other local journals, including in National Medical Writing and Reviewing Workshops organized by the PCHRD (2012 Cebu and Davao, 2013 Baguio and Iloilo), in the Philippine National Health Research System Week (2011 Bacolod, 2012 Manila, 2013 Laoag) as well as for regional journals in Medical Writing and Review Workshops held in Brunei, Singapore, Malaysia, Vietnam and Cambodia. Several local and regional journals have been thus assisted by us in their editing and peer review systems.
As a Category A Accredited Research Journal (Batch 1) for 2009 – 2012 per Commission on Higher Education (CHED) Memorandum Order No. 09 s. 2010 and Resolution No. 477-2009, effective December 9, 2009 (signed May 26, 2010), our journal has faithfully complied with all the terms of the JAS, including “acknowledgement in the published journal that the publication thereof was a product of the Journal Accreditation Service project of the Commission on Higher Education” in the inside front cover of every issue. Moreover, we have gone beyond the dissemination requirement by providing a complimentary copy of each issue to every Medical School Library in the Philippines.
I ended by reiterating that our journal “has more than complied with the requirements of the Journal Accreditation Service of the Commission on Higher Education for reaccreditation as a Category A Accredited Research Journal, and beg(ged) the honorable review panel to reconsider its recommendation.”10
It turned out that previously-submitted copies of our journal had been inadvertently misplaced, leading to our downgrade from Category A to B. Expecting full reinstatement, I was surprised to receive a response dated 23 July 2013 on 23 August 2013, informing us that:
“the Technical Evaluators decided to classify the said journal as ‘conditional category A’ pending submission of enhanced volumes with sober and serious formats to project scientific/scholarly image. While refereed journals often contain many graphs and charts, these do not normally include glossy pages (e.g. advertisements) or exciting pictures (e.g. captoons) which noticeably appeared in the issues that you submitted.”11
I again respectfully responded to these remarks by citing12
the International Committee of Medical Journal Editors Recommendations for the Conduct, Reporting, Editing, and Publication of Scholarly Work in Medical Journals (ICMJE Recommendations) updated August 2013, cited 29 August 2013 available at http://www.icmje.org/urm_main.html8
The recommendations have clear guidelines on advertising, and do not forbid exciting pictures and cartoons. Nowhere do they constrain scholarly medical journals to maintain “sober and serious formats to project scientific/scholarly image.” The Philippine Journal of Otolaryngology Head and Neck Surgery is listed among the Journals Following ICMJE Recommendations http://www.icmje.org/journals.html13
The top-tier journals in medicine (BMJ, JAMA, Lancet and NEJM) as well as Science and Nature all have advertising in glossy pages and exciting pictures and cartoons, even on their covers. The same is true for our major journals in the field of Otolaryngology Head and Neck Surgery. I provided the technical panel with copies of the Instructions to Authors of these journals, as well as photographs of actual caricatures from their covers and inside pages. Finally, I also attached an excerpt from: Bennett HJ. Humor in Medicine. South Med J. 2003;96(12)14 for the perusal of the honourable Technical Panel.
As of press time, we have not received a reply from the Technical Panel, but have received advise from the Office of Policy, Planning, Research and Information of the Commission on Higher Education to withhold, in the meantime, our inside front cover acknowledgement that the publication of this issue “was a product of the Journal Accreditation Service project of the Commission on Higher Education.” However, we shall continue to provide a complimentary copy of this issue to every Medical School Library in the Philippines as a valuable service of our Society and Journal as we await the resolution of this situation.
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Leman, Asnita Basir, Yonathan Nadaweo, and Marshel Montero. "Analisis Eksistensi 100 Tahun Gereja Pantekosta Di Indonesia (GPdI)." Journal Kerusso 6, no. 2 (August 23, 2021): 1–19. http://dx.doi.org/10.33856/kerusso.v6i2.197.
Full textAbstract:
Currently, a church that wants to develop effectively needs to have an organizational structure that can accommodate the church’s missions and dynamically able to keep up with changing situations. The problem is, the Bible does not clearly record the organization of the church, so the church is often seen as an organism and tends to ignore organizational aspects. On the other hand, placing church as an organization alone will cause a declinein its divine nature as the body of Christ. This article aims to analyze the Pentecostal Church in Indonesia (GPdI), which in 2021 commemorate 100 years in Indonesia since their early start. The research was conducted qualitatively by anayzing content literatureof the GPdI's Memorandum of Association/Articles of Association (AD/ART), finding the biblical basis as well as theconceptual review of Organizational Development Theory. This article tries to present the relevance of church development and the concept of Organizational Development theory. The results of this study can be used as a parameter to map the condition of the church organization and an evaluation indicator to anticipate sustainable development efforts.
Abstrak Indonesia
Saat ini gereja yang ingin berkembang secara efektif perlu memiliki tatanan organisasi yang dapat mengakomodasi misi gereja dan secara dinamis mampu mengikuti perubahan situasi. Masalahnya, Alkitab tidak mencatat secara jelas hal pengorganisasian gereja, sehingga gereja sering dipandang sebagai organisme dan cenderung mengabaikan aspek organisasi. Di sisi lain, menempatkan gereja sebagai organisasi saja dapat menyebabkan kemerosotan kodrat ilahinya sebagai tubuh Kristus. Artikel ini bertujuan untuk menganalisis Gereja Pantekosta di Indonesia (GPdI) yang pada tahun 2021 memperingati 100 tahun di Indonesia sejak awal dirintis. Penelitian dilakukan secara kualitatif dengan analisis konten literatur yang mengkaji isi Anggaran Dasar dan Anggaran Rumah Tangga GPdI, menemukan landasan biblikalnya serta tinjauan konseptual Teori Pengembangan Organisasi. Artikel ini mencoba menyajikan relevansi perkembangan gereja dan konsep teori Pengembangan Organisasi.Hasil penelitian ini dapat dijadikan parameter untuk memetakan kondisi organisasi gereja dan menjadi indikator evaluasi mengantisipasi upaya pengembangan yang berkelanjutan.
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Seroczyńska, Dorota. "Konsekwencje naruszenia prawa pierwokupu lub prawa pierwszeństwa nabycia praw udziałowych." Studia Iuridica 77 (March 20, 2019): 139–57. http://dx.doi.org/10.5604/01.3001.0013.1871.
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Determination of the legal consequences of transfer of shares performed with violation of the pre-emptive right or right of first refusal raises serious controversy in Polish jurisprudence and legal doctrine. This article concludes that if these kind of restrictions on transferability of shares are stipulated in the articles of association or statute of the company, their breach results in suspended ineffectiveness of such action against third parties. On the other hand, violation of the pre-emptive right or right of first refusal provided outside the company’s corporate act effects, in principle, in the inter partes consequences in the form of liability for damages. The complexity of the interpretation of relevant norms concerning the subject matter requires raising de lege ferenda postulate, the purpose of which is to facilitate the determination of the nature of pre-emptive right or right of first refusal on transfer of shares and the consequences of their infringement.
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Setyawan, Adam Azis Rachma, and Diana Tantri Cahyaningsih. "IMPLEMENTASI PENDIRIAN PERSEROAN TERBATAS OLEH NOTARIS MENURUT PERATURAN MENTERI HUKUM DAN HAK ASASI MANUSIA NOMOR 1 TAHUN 2016." Jurnal Privat Law 5, no. 1 (January 2, 2017): 43. http://dx.doi.org/10.20961/privat.v5i1.19344.
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<p align="center"><em>Abstract</em></p><p><em>This </em><em>article</em><em> aim</em><em>ed</em><em> to determine</em><em> </em><em>implementation and obstacles of establishment Limited Company by a Notary according to Minister Regulation of Justice and Human Right Nomor 1 of 2016 about Amendment on Minister Regulation of Justice and Human Right Nomor 4 of 2014 </em><em>about Procedures of Application Submission Attestation Legal Entity and Approval Amendment of Articles of Association and Establishing Notification of Amendment of Articles of Association and Amendment Data of Limited Company. This article</em><em> law</em><em> </em><em>belongs to the type of legal research or empirical sociological descriptive, with a qualitative approach</em><em>. </em><em>The data used are primary data and secondary data. Data collection techniques using interviews</em><em> and </em><em>literature study</em><em>.</em><em> </em><em>Data analysis technique used is qualitative analysis with interactive analysis model.</em><em> E</em><em>stablishment of Limited Company according to Minister Regulation of Justice and Human Right was use the AHU Online System. The establishment of Limited Company through a AHU Online System can only be achieved by a notary</em>.<em> Of a stage done notary in AHU Online that is, enter users name and password, pay PNBP, fill documents establishment of Limited Company electronically, pay PNRI bills, upload certificate, fill statement accountability, and last printing a decree. Notaries had in common in the process of establishment Limited Company through a AHU Online System. Only in printing a decree, third notary not in accordance with regulations. Obstacles faced by Notaries as the internet network, AHU eror system, difficulties in communicate with AHU services, and</em> <em>lack of public knowledge about terms and procedure for establishment Limied Company.</em></p><p><em>Keywords: Limited Company, Notary, AHU Online System </em></p><p align="center">Abstrak</p><p>Artikel ini bertujuan untuk mengetahui implementasi dan kendala pendirian Perseroan Terbatas oleh Notaris menurut Peraturan Menteri Hukum dan Hak Asasi Manusia Nomor 1 Tahun 2016 tentang Perubahan atas Peraturan Menteri Hukum dan Hak Asasi Manusia Nomor 4 Tahun 2014 tentang Tata Cara Pengajuan Permohonan Pengesahan Badan Hukum dan Persetujuan Perubahan Anggaran Dasar serta Penyampaian Pemberitahuan Perubahan Anggaran Dasar dan Perubahan Data Perseroan Terbatas. Artikel ini termasuk ke dalam jenis penelitian hukum empiris yang bersifat deskriptif, dengan pendekatan kualitatif. Data yang digunakan adalah data primer dan data sekunder. Teknik pengumpulan data menggunakan wawancara dan studi kepustakaan. Sedangkan teknik analisis data yang digunakan adalah menggunakan analisis kualitatif dengan model analisis interaktif. Pendirian Perseroan Terbatas menurut Peraturan Menteri Hukum dan HAM adalah menggunakan Sistem AHU online. Pendirian PT melalui Sistem AHU online hanya dapat dilakukan oleh Notaris. Tahap yang dilakukan Notaris pada AHU online yaitu, memasukkan nama pengguna dan kata sandi, membayar PNBP, mengisi dokumen pendirian PT secara elektronik, membayar tagihan PNRI, pengunggahan akta PT, mengisi pernyataan pertanggungjawaban, dan terakhir pencetakan Surat Keputusan. Ketiga Notaris tersebut mempunyai kesamaan dalam proses pendirian PT melalui Sistem AHU online. Hanya dalam pencetakan Surat Keputusan, ketiga Notaris tidak sesuai peraturan. Kendala yang dihadapi oleh ketiga Notaris yaitu jaringan internet, sistem AHU mengalami eror, kesulitan untuk berkomunikasi dengan layanan AHU, dan kurangnya pengetahuan masyarakat tentang syarat dan prosedur pendirian PT.</p><p>Kata Kunci : Perseroan Terbatas, Notaris, AHU online </p>
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Joshi, Kalpesh, and Mahesh Belhekar. "Association of hearing loss in the patients with treated with lamivudine: a systematic review protocol." International Journal of Clinical Trials 7, no. 4 (October 20, 2020): 262. http://dx.doi.org/10.18203/2349-3259.ijct20204484.
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<p class="abstract"><strong>Background:</strong> Hearing loss has been reported with lamivudine therapy. The World Health Organization (WHO) international database of suspected adverse drug reactions (Vigibase) prioritised clinical review of lamivudine and hearing loss in 2015. This manuscript provides the details of research protocol for a systematic review of association of lamivudine with hearing loss.</p><p class="abstract"><strong>Methods: </strong>English-language publications that assess hearing loss within patients who are receiving lamivudine therapy will be included. All study types like clinical trial designs, case-control study, cohort study, retrospective study, case-series or a case report will be included. Preclinical studies, studies enrolling patients with known differential diagnosis such as presbycusis etc will be excluded. Electronic databases (PubMed, Cochrane reviews, Embase and Google scholar), international clinical trials registry, clinicaltrials.gov and pharmaceutical company clinical study registries will be searched for key words related to lamivudine and hearing loss. After a thorough electronic/manual search of manuscript they will undergo a screening process and selected articles will be assessed for risk of bias using online ROBINS-I tool. We will explore outcomes as an observational systematic review.</p><p class="abstract"><strong>Conclusions:</strong> This review will provide detailed benefit-risk analysis of lamivudine with respect to hearing loss in patients with chronic conditions such as Human immunodeficiency virus (HIV) and Hepatitis B virus (HBV) infection.</p><p class="abstract"><strong>Trial Registration:</strong> PROSPERO registration number is CRD42018112205.0.001.</p>
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Vutt, Andres, and Margit Vutt. "Shareholders’ Draft Resolutions in Estonian Company Law: An Example of Unreasonable Transposition of the Shareholder Rights Directive." Juridica International 27 (September 30, 2018): 69–78. http://dx.doi.org/10.12697/ji.2018.27.07.
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One of the measures foreseen in the Shareholder Rights Directive for enhancement of the rights of shareholders is the regulation of draft resolutions. The article addresses the central question of whether the extent of the implementation of the requirements regulating draft resolutions and their disclosure in Estonian company law has been justified. Research was conducted to analyse whether the transposition of the rules on draft resolutions derived from the directive has contributed to the attainment of the objectives set out in the directive and in other European initiatives. The main conclusions presented in the article are that, as a result of the transposition of the Shareholder Rights Directive, Estonian small limited companies have a burdensome obligation to follow the formalised rules on draft resolutions and their disclosure, which, according to the directive, were initially meant only for listed companies. Although the Supreme Court of Estonia had an opportunity to interpret the respective regulations reasonably, it has chosen a rather formal approach instead and applied the law in quite possibly the most burdensome way for Estonian companies and contrary to the aims for the directive as the source of those regulations. The authors of the article take the stance that there is a need to change the rigid rules on draft resolutions that have been forced on Estonian small companies. The present mandatory rules on draft resolutions should be applicable to listed companies only. All other public limited companies should be given an opt-in option. As for private companies, the law should clearly set out the possibility of stipulating the appropriate rules in the articles of association of the company.
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Kelly, Marie, Siobhán O’Gorman, and Áine Phillips. "Performing Ireland: Now, then, now …" Scene 8, no. 1-2 (December 1, 2020): 7–27. http://dx.doi.org/10.1386/scene_00020_1.
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This article offers a comprehensive, research-informed reflection on the contents of the Special Double Issue of Scene, ‘Performance and Ireland’, conceptualized within a sense of looped temporalities (now, then, now), a concept borrowed from Irish multidisciplinary performance company, ANU Productions. From the perspectives of performance studies and visual culture, we connect and contextualize for an international readership articles concerning such topics as: Ireland’s colonial history; race, ethnicity and racism in relation to Ireland; performing the Irish diaspora; feminist activism; performing LGBTQ+ identities; the Troubles and the border in Northern Ireland; Ireland as a global brand; the Gaelic Athletics Association (GAA); and artistic engagements with hidden histories. This introductory article provides an overview of the discourses on performance studies and Ireland to date, and draws on theories of performance as they intersect with Irish studies, postcolonialism, commemoration and gender and sexuality, to situate the volume within pertinent contemporary and historical contexts from the Irish Famine (1845–49) to Covid-19. ‘Performing Ireland’ in the context of the current pandemic is considered specifically towards the end of the article.
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Suhendra, Agus, and Muhammad Taufiq. "ASAS FIDUCIARY SKILL AND CARE DALAM PENGELOLAAN BUMD GUNA MEWUJUDKAN GOOD CORPORATE GOVERNANCE." JURNAL ILMIAH LIVING LAW 10, no. 2 (October 30, 2018): 139. http://dx.doi.org/10.30997/jill.v10i2.1499.
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One of the problems in the management and development of BUMD is that the legal aspects of regulation of BUMD do not specifically provide direction and guidance in the management of a business owned by the region. The identification of this research are: 1) How is the application of the fiduciary skill and care principles in the management of BUMD to realize the principles of good corporate governance? 2) What are the obstacles faced in applying the principle of fiduciary skills and care in the management of BUMD to realize the principles of good corporate governance? The research method used in this study is a normative juridical approach. The results of this study are: 1) In the management and representation of the company, the Board of Directors in carrying out actions or actions that violate the authority limit or something that has been stipulated in the articles of association, can be held accountable. BUMD, namely: unclear legal status and organizational structure of BUMD, BUMD is not managed by the principles of good corporate governance as a result of too large or dominant regional government interference in the company's operations.
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Semenov, D., K. LI, M. Turk, and J. Pope. "FRI0545 A META-ANALYSIS OF GIANT CELL ARTERITIS TEMPORALLY AND ACROSS REGIONS." Annals of the Rheumatic Diseases 79, Suppl 1 (June 2020): 873.2–874. http://dx.doi.org/10.1136/annrheumdis-2020-eular.3412.
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Background:Giant cell arteritis (GCA) is an immune-mediated disease of the large vessels, and occurs in adults over 50 years old1. It is the most commonly seen form of chronic vasculitis and is associated with significant rates of morbidity2. This meta-analysis examines the geographical and temporal epidemiology of GCA, including incidence, prevalence and mortality.Objectives:To identify changes in incidence rate, prevalence, and mortality rate over timeTo compare these rates between geographic regions around the worldMethods:A systematic review of the English literature was conducted using the EMBase, Scopus and PubMed databases. Articles were included if they were cohort or cross-sectional studies with 50 or more patients with GCA and reported on population, location and time-frame parameters. Articles on mortality were included if they compared mortality to age and gender matched population. Review articles, case-control studies and case series were excluded. Two reviewers extracted data and a third verified inclusion of studies. Study quality was assessed by using the Strengthening the Reporting of Observational Studies in Epidemiology (STROBE) checklist. Mortality rate was standardized across cohorts to deaths per 1000 people per year.Results:Of the 3569 citations identified by the literature search, 107 were included in analysis. The pooled incidence of GCA internationally was 10.00 [9.22, 10.78] cases per 100 000 people over 50 years old (Figure). This incidence was highest in Scandinavia 21.57 [18.90, 24.23], followed by North and South America 10.89 [8.78, 13.00], Europe 7.26 [6.05, 8.47], and Oceania 7.85 [1.48,17.19]. Nine studies reported prevalence. Pooled prevalence from these 9 was 51.74 [42.04,61.43] cases per 100 000 people over 50 years old. Overall, pooled mortality was 20.44 [17.84,23.03] deaths/1000 per year. Mortality had a generally decreasing trend over the years of publication.Conclusion:The incidence of GCA varies regionally almost 3-fold. Likely genetic and environmental factors may explain this trend. Incidence and prevalence are important for tracking the efficacy and side effects of current therapies, as well as planning for the costs of biologic treatment.References:[1] Floris A, Piga M, Cauli A, Salvarani C, Mathieu A. Polymyalgia rheumatica: an autoinflammatory disorder?. RMD Open. 2018;4(1):e000694. Published 2018 Jun 4. doi:10.1136/rmdopen-2018-000694[2] Crow RW, Katz BJ, Warner JE, et al. Giant cell arteritis and mortality. J Gerontol A Biol Sci Med Sci. 2009;64(3):365–369. doi:10.1093/gero na/gln030Acknowledgments:Both Daniel Semenov and Katherine Li equally contributed and sharing first authorshipFunding in part was from the Canadian Rheumatology Association summer studentshipDisclosure of Interests:Daniel Semenov: None declared, Katherine Li: None declared, Matthew Turk: None declared, Janet Pope Grant/research support from: AbbVie, Bristol-Myers Squibb, Eli Lilly & Company, Merck, Roche, Seattle Genetics, UCB, Consultant of: AbbVie, Actelion, Amgen, Bayer, Boehringer Ingelheim, Bristol-Myers Squibb, Eicos Sciences, Eli Lilly & Company, Emerald, Gilead Sciences, Inc., Janssen, Merck, Novartis, Pfizer, Roche, Sandoz, Sanofi, UCB, Speakers bureau: UCB