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1
Altgen, Christian. "The Acquisition of GmbH Shares in Good Faith." German Law Journal 9, no. 9 (September 1, 2008): 1141–54. http://dx.doi.org/10.1017/s2071832200000365.
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It can take a lifetime from the recognition of a legal problem until it is finally solved. Seventy-nine years after Walter Grau focused attention on gaps in the security of transactions of Gesellschaft mit beschränkter Haftung (GmbH – private limited company) shares, the GmbH reform intends to solve the problem. Until this reform, a prospective buyer of a GmbH share ran the risk that the person transferring the share was, in fact, not the true shareholder and, thus, had no power to assign the share. While the former law did not provide for a bona fide acquisition, the new § 16 (3) of the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbHG – Private Limited Companies Act) protects the true shareholder while also taking into account the buyer's reliance upon the transferor, considering him or her to be the shareholder. This little revolution results in a new kind of good faith acquisition that mixes different elements of “traditional” bona fide rules and adds new details.
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Gurtoo, Anjula. "Mindset Challenges at Aluminum India Limited: Privatization of a State-Owned Enterprise." Asian Case Research Journal 10, no. 02 (December 2006): 261–80. http://dx.doi.org/10.1142/s0218927506000806.
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The Central Government of India sold 49% equity and gave management control of Aluminum India Limited (AIL), an aluminum manufacturing state-owned enterprise (SOE), to the AlBright Group in 2002, as a move to attract capital investments for AIL and to make its operations financially viable. When Noorani, Chairperson of AlBright — a private company — took over AIL, she had to deal with a 30-year old manufacturing plant, an aged workforce, decreasing market share, and a 57-day employee strike against the sale of AIL shares to a private company. Together with a new management team, Noorani undertook some measures and was contemplating on others to transform AIL into a market-driven organization. She was facing high employee resistance. At this juncture Noorani was pondering on what to do next. She was concerned about the possibility of transforming AIL and proceeding with the expansion plans on schedule.
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Alvianda, Arvi. "Rencana Aksi Korporasi private placement yang Dilakukan oleh PT. SLJ GLOBAL, Tbk. terhadap CARRIEDO Limited." Jurnal Suara Hukum 2, no. 2 (September 4, 2020): 215. http://dx.doi.org/10.26740/jsh.v2n2.p215-233.
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One of the most important elements in the framework of the business development strategy of public companies (issuers) is the addition of capital. The addition of capital can be done in two ways, namely Capital Increase by providing Pre-emptive Rights and Capital Additions without Giving Pre-emptive Rights. Providing Rights is the same as Rights Issue, while without giving Rights can be equated with Private Placement. However, generally people are more familiar with calling private placement with the term Right Issue without Preemptive Rights. Arrangements regarding Preemptive Rights are regulated in POJK No.32/POJK.04/2015 concerning Addition of Company Capital By Providing Pre-emptive Rights, while without providing Preemptive Rights is regulated in POJK No.38/POJK.04/2014 concerning Capital Increase of Public Companies without Giving Pre-emptive Rights. The research method is used a normative juridical method. The research specifications are used descriptive-analytical. From the results of the study it can be concluded that the Capital Increase without Giving Preemptive Rights is carried out by PT. SLJ GLOBAL Tbk, by issuing new shares to creditors as a form of debt payment is one of the best ways for the Company. This method proved to be able to reduce debt and increase the paid up capital of the Company, as well as making the Creditor as a new shareholder. However, corporate action through the issuance of new shares without giving HMETD, so that there are additional new investors, resulting in a percentage share ownership of each of the existing shareholders has decreased. (Dilution).
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Vačoková, Lenka. "Limited Liability Companies in the Slovak and European Legal Context." Studia Commercialia Bratislavensia 11, no. 40 (December 1, 2018): 256–68. http://dx.doi.org/10.2478/stcb-2018-0020.
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Abstract This paper analyses provisions of a Limited Liability Company under the Slovak Commercial Code, mainly conditions governing the process of foundation and incorporation of the company and the structure of company bodies. Legal provisions of the Limited Liability Company are primarily compared with Private Limited Company by Shares established according the Companies Act 2006 and secondarily with proposal for a Directive of the European Parliament and of the Council on single-member Private Limited Liability Companies. The result of the research is a comparison of the Slovak and the British legislation and an effort to predict the future development of Private Limited Liability Companies in the European area.
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Peráček, Tomáš, Boris Mucha, Patricia Brestovanská, and Jana Kajanová. "Simple Company on Shares as Startup Support Tool." Acta Universitatis Agriculturae et Silviculturae Mendelianae Brunensis 66, no. 6 (2018): 1601–11. http://dx.doi.org/10.11118/actaun201866061601.
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On January 1st 2017, the amendment to the Commercial Code implementing the Capital Market Concept. This is a measure of the implementation which is the part of the Startup Support Concept and the Development of the Startup Ecosystem in the Slovak Republic. A new form of capital trading company has been created to offer a comprehensive solution for capital investments in companies. An example of such an investment is start‑up investment as business initiatives with high innovation and growth potential that can not provide funding through banks. When investing capital, it is necessary to flexibly set the investor’s entry, coexistence and output beyond what is currently possible in the form of trading companies in the conditions of the Slovak Republic. Until now, it has been a limited liability company, which has been mainly used for investing capital of start‑ups. Later was used the joint stock company as the capital‑intensive type of business. A public limited company and a limited partnership belonging to a group of private partnerships were not and are not used as startups, because of unlimited liability of the partners for the company’s obligations. The main obstacle for a joint‑stock company, as support for startups until their advanced stages of life cycle, is relatively high statutory minimum capital requirement of EUR 25,000. Another issue may be legal regulation aimed at medium and large businesses allowing them to trade their shares on the stock Exchange market, with the associated increased demands to ensure the functioning of the company. However, the Simple company, representing the hybrid form of a capital company, also has its serious shortcomings and is not a boon to support startups. Since it is a “young” type of business company that has not yet been the subject of research, it is the intention of the contributors to analyse a Simple company on shares and, by means of a number of scientific research methods, to provide a critical view of its shortcomings. Despite the fact that the reason for the establishment of this business company was mostly economic, research is mainly directed at the area of commercial law.
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Bitė, Virginijus, and Žygimantas Narkevičius. "Pre–Emption Right of Shareholders to Purchase Shares for Sale in Private Limited Liability Companies: The Problematic Legal Remedies." Verslas: Teorija ir Praktika 17, no. 2 (June 20, 2016): 150–58. http://dx.doi.org/10.3846/btp.2016.628.
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This article analyses the problems that can arise when implementing the rights of shareholders in private limited liability companies to purchase the shares of another shareholder being for sale in priority to others and the possible legal remedies for violated rights. According to the practice of the Lithuanian Supreme Court, the rights of the buyer cannot be assigned to a private limited liability company shareholder whose pre-emption right to purchase the shares being for sale has been breached. However, in this article it is being argued that perhaps in certain exceptional cases, in order to create fair business practice and ensure a “tangible” result for the plaintiff in relation to the judgment, the court could (should) take advantage of the freedom to maneuver and, by implementing justice, change the method of restitution (pertaining to the subject) – assign the shares to the plaintiff (an aggrieved shareholder) simultaneously creating an obligation on the same person to settle properly with the last owner of the disputed shares.
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Ahmed, Jashim Uddin, Hafiza Sultana, and Anisur R. Faroque. "Eastern Housing Limited: Marketing Strategies of a Real Estate Company in Bangladesh." Vision: The Journal of Business Perspective 21, no. 1 (March 2017): 86–92. http://dx.doi.org/10.1177/0972262916686630.
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The case study investigates the key competitive advantages, marketing strategies, opportunities and challenges of Eastern Housing Limited (EHL), the oldest and largest company in the real estate industry of Bangladesh. EHL was created in 1964 as a private limited company to reduce the housing problems of Dhaka, Bangladesh. Over the last 50 years, EHL has successfully completed many large land and flat projects and gradually became the pioneer in the private housing industry of the country. The company strives for continuous improvement by focusing on marketing strategies, such as shifting its product line and target market, offering flexible pricing and becoming more customer oriented by building long-term customer relationship. However, in recent years, the company has encountered fierce competition from other players in the market and lost monopoly leadership. The study highlights how EHL is focusing on its marketing strategies to increase its market share and carefully planning to be more aggressive in addressing the challenges lying ahead.
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Oplustil, Krzysztof. "Selected problems concerning formation of a holding SE (societas europaea)." German Law Journal 4, no. 2 (February 1, 2003): 107–26. http://dx.doi.org/10.1017/s2071832200015790.
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Formation of a holding SE is one of the four ways of establishing a European Company (societas europaea- ‘SE') as regulated in the Council Regulation No 2157/2001 on the Statute for a European Company (cited below: SE-Reg.). It is also an original way of European company law to create a joint stock company. It's true that companies are making use of the holding structure in order to combine their economic potentials and to create international groups of enterprises. But, as it was in the case of the formation of theAventis S.A., the holding structures usually come into existence by means of an increase of the subscribed capital in an existing company. The new shares are issued to the shareholders of another company who pay for it with the shares of their company. The operation results in formation of a holding structure in which the company that increased its capital, becomes a holding company dominating a company or companies the shares of which were contributed. The formation of a holding SE is guided by the similar idea: an exchange of the shares of national private or public limited liability companies into the shares of a European Company. However, in contrast to the Aventis like-cases, the dominant company, i.e. the SE, does not exist yet but has to be created by the companies according to the provisions of the SE-Regulation. This fact as well as many legal gaps existing in the scanty regulation of holding formation and the necessity to apply both the provisions of European and national law concomitantly may lead to many legal problems some of which will be presented below.
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Davis, Michael L. "R&D Entities: Is Control Possible without Owning a Single Share of Stock?" Issues in Accounting Education 19, no. 2 (May 1, 2004): 239–47. http://dx.doi.org/10.2308/iace.2004.19.2.239.
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This case addresses the accounting for the relationship between a pharmaceutical company and a research and development entity that it created and for which it raised operating funds via a limited private offering. After the offering, the pharmaceutical company does not own any of the R&D entity's stock. However, the stock is callable for a fixed period by the pharmaceutical company and the operating agreements between the two entities leave little room for the R&D company to make any substantive decisions on its own, or to direct its current and future operations. Most of the questions in the case deal with the issue of whether control exists, the impact of that answer on the consolidated financial statements, and the details and costs of calling the stock.
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Lank, AIden G. "A Conversation with Tom Bata." Family Business Review 10, no. 3 (September 1997): 211–19. http://dx.doi.org/10.1111/j.1741-6248.1997.00211.x.
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It is because of the Bata Shoe Company's long association with Eastern Europe that I approached Thomas G. Bata for this interview. Bata, the chairman of Bata Limited (the Management Company) describes how, after having seen its assets expropriated by the Nazis and subsequently by the Communists, his company returned to its roots in Czechoslovakia in the early 1990s. Bata then shares his personal perspectives on the current and future climate for private enterprise and family business in some of the key former Warsaw Pact countries. He ends with some thoughts on opportunities for western consultants and family businesses in Eastern Europe.
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Dhanani, Alpa. "Corporate share repurchases in the UK." Journal of Applied Accounting Research 17, no. 3 (September 12, 2016): 331–55. http://dx.doi.org/10.1108/jaar-09-2014-0096.
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Purpose The purpose of this paper is to examine motivations underlying UK repurchase activity. Specifically, the paper inquires into the relevance of a range of different explanations for repurchases and perceptions of regulation surrounding them. Emphasis of the paper is, however, on motives linked specifically to repurchases rather than income distribution, more generally. Design/methodology/approach The study uses a survey approach to capture the views on repurchases of corporate managers and investors. It supplements the survey data with secondary information about the companies to better understand repurchase behaviour. Findings Results indicate that repurchase use is influenced by motives linked specifically to this tool rather than those associated with income distribution, more generally. In particular, repurchases are used to return surplus cash to investors, signal undervaluation and influence gearing and earnings per share levels. In the latter case, companies appear to use repurchases to perform a value added role, alongside manipulating the EPS level and thus the latter may simply be a by-product of the former. Private investors may nevertheless be vulnerable to such manipulation, given their limited financial literacy. Research limitations/implications The study relied on a survey of managers and investors and univariate analysis. In the former case, respondent numbers, particularly for the investor community were low, raising questions as to the generalisability of the data. In the latter, the results may be mis-stated owing to the simplicity of the analysis. Practical implications Overall, the survey results suggest that firms use repurchase programmes in different contexts to dividend payments and in appropriate circumstances. While managers and investors broadly share similar views, private shareholders may be in a vulnerable position given their limited financial literacy. Originality/value This is the first UK study on repurchases that examines the relative importance of a range of motives underlying repurchases. Moreover, it assesses in detail the core hypotheses that are linked specifically to repurchase programmes to better understand UK repurchase behaviour. It does so by supplementing the survey data with additional company information and comparing the views of the different audiences surveyed.
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Bachmann, Gregor. "Introductory Editorial: Renovating the German Private Limited Company - Special Issue on the Reform of the GmbH." German Law Journal 9, no. 9 (September 1, 2008): 1063–68. http://dx.doi.org/10.1017/s2071832200000316.
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On 28 June 2008, the German Bundestag (Federal Parliament) passed a bill on the reform of German corporate law. Known as the Gesetz zur Modernisierung des GmbH-Rechts und zur Bekämpfung von Missbräuchen (MoMiG – Law for the Modernization of the GmbH and to Stop its Misuse) the bill is a milestone, the single most important reform of the most commonly used German corporate form. The reform will bring about major changes. Among other things the reform will make it possible to establish a GmbH with a share capital of nothing more than € 1 EURO (previously, € 25,000 had been required) and to establish a GmbH that has no active business in Germany but solely operates abroad. Although the bill still has to be approved by the Bundesrat (Federal Council of the States), which will probably vote on this matter on 19 September, experts have little doubt that the reform easily will pass this last hurdle and enter into force as soon as 1 November.
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Grześków, Mateusz. "The concept of the public company under Polish corporate law." Studenckie Prace Prawnicze, Administratywistyczne i Ekonomiczne 29 (September 30, 2019): 63–76. http://dx.doi.org/10.19195/1733-5779.29.5.
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This paper is dedicated to the issue of the notion of the public company in Polish corporate law. This term, contrary to foreign legal systems, is detached from the fact of whether a given company’s shares are listed on the stock exchange, as it is based solely on the technical aspect of whether shares are issued in dematerialized form. This approach should be deemed inappropriate. First of all, it blurs the distinction between a public company and a private company as it does not at all address in substance the nature of listed companies. Secondly, it introduces into the legal system an obsolete category of public companies which are not equivalent to listed companies. Thirdly, the legislator wrongly adopts the private joint-stock company as the model joint-stock company in the Code of Commercial Companies the “CCC” instead of its variant listed on the stock exchange. Consequently, a company which in practice has more in common with a limited liability company than with a listed company has been adopted as a model of a pure capital company. Due to these reasons it is the author’s proposition to redefine the public and private company within the CCC and the capital markets regulation. This paper describes and positively assesses recent legislative proposals concerning the redefinition of the public company through linking its nature with the fact of its shares’ admission to public trading. Koncepcja spółki publicznej w polskim prawie spółekNiniejszy artykuł został poświęcony analizie ujęcia „spółki publicznej” w polskim prawie handlowym, które w odróżnieniu od systemów prawnych państw obcych oderwane jest od faktu notowania akcji danej spółki na giełdzie papierów wartościowych, gdyż zostało oparte wyłącznie na technicznym aspekcie formy dokumentowej akcji. Ujęcie to należy uznać za błędne z kilku przyczyn. Po pierwsze, prowadzi ono to zatarcia granicy między spółką publiczną a spółką prywatną w ten sposób, że w ogóle nie odnosi się ono merytorycznie do specyfiki funkcjonowania spółek giełdowych. Po drugie, wprowadza do systemu prawnego zbędną kategorię spółek publicznych, która nie jest równoważna z kategorią spółek giełdowych. Po trzecie, ustawodawca błędnie przyjmuje, że modelową spółką akcyjną w kodeksie spółek handlowych jest jej podtyp niepubliczny w miejsce podtypu publicznego, przez co za wzorzec spółki kapitałowej przyjęto spółkę, którą w praktyce obrotu więcej łączy ze spółką z ograniczoną odpowiedzialnością niż ze spółką giełdową. Z tych względów postuluje się przedefiniowanie tych kategorii w obrębie kodeksu spółek handlowych oraz prawa rynku kapitałowego. Artykuł omawia oraz aprobuje wytyczony kierunek reformy prawa rynku kapitałowego, zgodnie z którym ma dojść do zredefiniowania pojęcia spółki publicznej przez powiązanie jej istoty z faktem dopuszczenia jej akcji do obrotu giełdowego.
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Somadiyono, Sigit. "Kedudukan Hukum Anak Perusahaan Badan Usaha Milik Daerah." Wajah Hukum 5, no. 1 (April 26, 2021): 403. http://dx.doi.org/10.33087/wjh.v5i1.428.
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Subsidiary is a company that was born due to the transfer or participation of majority shares by another company or it is called the parent company. There are no regulations related to subsidiaries in the laws and regulations related to companies or regarding Regional Owned Enterprises. This has resulted in confusion regarding the position of the regional-owned company subsidiaries, especially the unclear position of state finances in the subsidiary companies. The problem in this research is what is the legal status of ownership of a regional-owned company subsidiary? And what is the responsibility of the holding company of a Regionally Owned Company to its subsidiaries? The purpose of this study was to determine the legal status of the subsidiary and the responsibilities of the Regional Owned Company as the holding company. The research method used is normative juridical analysis of the laws and regulations and the theory of the jurists. From the results of the research, it is found that even though the status is a subsidiary of a Regional Owned Enterprise, the subsidiary is not owned by the Regional Government but has a private or private status, so that there is no special binding legal relationship between the Regional Government as a shareholder of a Regional Owned Enterprise and its owned subsidiary Regional owned enterprises. The responsibility of a Regional Owned Company as the holding company with its subsidiary is limited to the relationship between the shareholders and the company as stipulated in Law Number 40 of 2007 concerning Limited Liability Companies.
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Gawrysiak-Zabłocka, Aleksandra. "NIEMIECKA USTAWA O SPÓŁCE Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ – NAJNOWSZE ZMIANY." Zeszyty Prawnicze 8, no. 2 (June 25, 2017): 191. http://dx.doi.org/10.21697/zp.2008.8.2.08.
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The German Private Limited Liability Act – Recent ChangesSummaryThe Gesellschaft mit beschränkter Haftung (GmbH – Private Limited Company) is the most popular organizational form for businesses in Germany – numbering almost one million entities. Nevertheless, few changes had been made since its inception in the late 19th century, leading to complex case law. Moreover, in the famous Centros case the ECJ decided that a businessperson may legally incorporate his or her business anywhere in the European Union, even if this happens for the sole reason of avoiding a stricter national corporate regime. As a result many Germans decided to establish company in U.K. because Ltd. legal regime was by no means more transparent and accessible than the GmbH legal regime (no requirement of minimum share capital). In such a situation, after long discussions, German parliament adopted Gesetz zur Modernisierung des GmbH-Rechts und zur Bekämpfung von Missbräuchen (MoMiG – Law for the Modernisation of the German Limited Liability Company Law and the Prevention of Misuse) which came into force on the 1 November 2008. In the article some of the most important features of the new GmbH-Recht are analyzed. Changes in German law could be an important inspiration for Polish legislator since the discussion on how to make Polish spółka z ograniczoną odpowiedzialnością more competitive and how to prevent abuse of company law is currently underway in our country.
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Singhvi, Sajjan, Gaurav Sharma, and Rajat Gera. "Candy Confectioneries Pvt Limited (CCL)." Emerald Emerging Markets Case Studies 7, no. 1 (March 30, 2017): 1–26. http://dx.doi.org/10.1108/eemcs-07-2016-0155.
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Subject area Rural Marketing, Sales and Distribution Management, Salesperson Motivation, Channel Management. Study level/applicability The case can be used in sales management, channel management and rural marketing courses offered to graduate students of MBA degrees. In the sales management courses, the emphasis is on understanding the typical tasks that the rural salesperson is required to conduct. The case can be used to design a suitable motivation-mix for a rural salesperson after analysing their approach towards work. In a rural marketing course, the case can be used to understand the sales and distribution management of fast-moving consumer good products in rural India. The case can be used in channel management courses to design an appropriate channel structure in the rural market in India and utilized for managing the distributors’ salesforce for effective and improved market coverage in rural areas. Case overview Candy Confectioneries Private Limited started its operations in 1995, and was one of the largest confectionery players in India with a market share of 20 per cent. The company had achieved sales of Rs 20bn in 2014 and had 15 confectionery brands in the market. The company was also trying hard to establish itself in the snacks category. The company had nationwide operations, and it was important for the company to expand into the rural market. It served its markets through a comprehensive urban and rural distribution setup. In the rural distribution network, the rural sales representatives (RSRs) played a key role and perhaps were one of the most critical factors in covering the rural market. The RSR system was typical to suit the requirement of product-market coverage with its limitations. The case broadly profiles eight RSRs who were engaged to cover a specific territory in the State of Bihar in India. It also describes their approaches to work and complexities emerging thereof in achieving the best results for the organization. Expected learning outcomes The case has the following learning objectives: Understanding the design of sales and distribution channel structure followed for distribution and selling of confectionery products in rural India. Examining whether the existing system is adequate to achieve the goals of the firm. Evaluating the performance of each salesperson and identifying common factors to formulate the salesforce policies. Arriving at a suitable motivation-mix for the rural salesperson. Supplementary materials Teaching notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes. Subject code CSS 8: Marketing.
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Shukla, Archana, and R. Srinivasan. "Six Sigma Implementation at Bharti Infotel." Asian Case Research Journal 11, no. 02 (December 2007): 367–84. http://dx.doi.org/10.1142/s0218927507000953.
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Bharti Airtel Limited was a leading private sector provider of telecommunication services in India, with a customer base of 8.73 million as of July 2004. The company had two branch companies — Bharti Infotel (that dealt with fixed line, long distance, and enterprise services) and Bharti Cellular (that dealt with mobile telephone services). This case is about the six sigma implementation at Bharti Infotel. The case briefly discusses the business imperatives in the fast changing Indian telecommunications industry. The industry was a monopoly for over half a century after independence and had recently been deregulated with the private players competing with the state-owned BSNL. The industry had exploded in the recent years with increasing number of players, falling tariffs, and improving technology. Stiff competition in the industry meant that any competitive action by a company was immediately imitated by others. Therefore the only sources of competitive advantage in the industry were “quality of service” and “speed”. This case discusses the various steps in the implementation of six sigma quality management system in the company. The company had already implemented Business Process Management Systems (BPMS) and had begun monitoring their performance on the Non-Financial Parameters (NFPs). The six sigma initiative was expected to leverage on these initiatives. Following the six sigma initiative was the Knowledge Management (KM) initiative that was intended to help share the best practices and learning from the six sigma projects across the entire organization. This case highlights the contribution of the six sigma quality management initiative to the company's business strategy, and helps students analyze the process of implementing and institutionalizing the six sigma initiative. The case enables the readers to appreciate the business benefits of six sigma implementation and how it fosters innovation.
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Bruthans, Jan. "The Successful Usage of the DICOM Images Exchange System (ePACS) in the Czech Republic." Applied Clinical Informatics 11, no. 01 (January 2020): 104–11. http://dx.doi.org/10.1055/s-0040-1701252.
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Abstract Background The picture archiving and communication system (PACS) has already replaced classic hard copy film technology. With new functions of PACS under consideration, attention turns to the sharing of medical images between different institutions. The Czech Republic is one of the few countries using a nation-wide medical images exchange system known as ePACS. It is based on dedicated hardware and one central router, although theoretical models tend to prefer cloud-based sharing. Objective Despite its simple design and lack of advanced features, this system has successively evolved into a widely used tool. The aim of this article is to offer an overview of its use and functions and to show that even a simple system can be widely used. Methods Using data from the producer of ePACS (the ICZ company) and from other sources, the system was described and data about its performance have been obtained. Results Every acute-care hospital (140) and about a quarter of outpatient facilities (105) in the Czech Republic are now equipped with ePACS and are therefore able to share medical images. The number of studies transmitted rises every year, from 12,000 in 2008 to more than 640,000 in 2018, which is approximately 4% of all studies produced. The system was primarily designed and is used to share images between acute-care hospitals but a very special usage has also evolved, as it is employed in a teleradiology service with private enterprises too. Conclusion ePACS is expanding in the Czech Republic despite having only limited functions and despite its principle that simply copies a classic workflow when sending studies on Compact Discs. Although other systems for image sharing might be more advanced, ePACS brings to the Czech health care system the capability to exchange medical images on a national level.
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Narayanamurthy, Gopalakrishnan, and Anand Gurumurthy. "Launch of Roulette – a premium brandy in India by JDPL." Emerald Emerging Markets Case Studies 3, no. 7 (November 18, 2013): 1–6. http://dx.doi.org/10.1108/eemcs-06-2013-0088.
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Subject area Launch strategies, marketing techniques and data analytics procedure adopted by a firm before launching a new product. Study level/applicability Academic students and management trainees who want to learn the methodology adopted by firms with respect to strategic management and marketing for launching a new product in Indian market. Case overview Launch plan for Roulette, a premium segment brandy manufactured by John Distilleries Private Limited, has to be designed for Karnataka, Pondicherry and Andhra Pradesh markets in India by the Brand Manager Mr Pundlik Kalburgi. Competitors and target market share needs to be identified for all the three markets. Potential outlets, target outlets, channel-wise sales contribution, depot-wise sales contribution and size of the packs to be produced need to be identified for Karnataka market. These identifications need to be submitted to the chairman of the company and other department heads to implement the launch. Expected learning outcomes Pareto rule (80/20 rule) application for cost-efficient launch strategy; segmentation and identification of competitors; procedure to identify potential of the launch product and market share that can be targeted; and understanding the complete functioning of alcoholic beverage industry in Indian markets (with special reference to Karnataka) and analysing the market data to build an entire launch plan; 4.1 Identifying channel-wise potential and target outlets for the launch product; 4.2 Identifying potential and target depots and number of outlets under each of the depots; 4.3 How pack size of launching product to be manufactured is decided upon. Supplementary materials Teaching notes are available for educators only. Please contact your library to gain login details or email support@emeraldinsight.com to request teaching notes.
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Kay, John, and Aubrey Silberston. "Corporate Governance." National Institute Economic Review 153 (August 1995): 84–107. http://dx.doi.org/10.1177/002795019515300107.
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Both those who are critical of the current structure of corporate governance, and those who support it, share a common set of prenaises. The corporation is owned by its shareholders: managers exert power and responsibility on behalf of their shareholders: corporate governance is a question of effective accountability to shareholders. If there are problems, they should be dealt with by making these mechanisms more effective. This article challenges that view.The principal-agent model bears no relationship to the way large companies are actually run. The attempt to bring reality in line with the model is one possible road to reform: another is to adjust the model to reality. Shareholders do not own large companies, in any ordinary sense of the word own. Firms like BT or BP are social institutions, owned by nobody. The distinction between plc and the owner managed limited company should be real, and not just titular. Corporate managers are not the agents of the shareholders, but the trustees of the assets of the corporation, which include its reputation, its distinctive capabilities, and the skills of the employees and suppliers. Their objective should not be to maximise shareholder value but to further the interests of the business.This account is probably a better description of the current state of British company law than the principal-agent model, but we advocate a new company statute to put the matter beyond doubt. Disposing of the fiction that executives are the agents of shareholders allows us to establish an effective system for achieving the key goals of corporate governance: freedom for managers to manage, combined with real accountability for their performance. We advocate a fixed four-year term for company chief executives, involving a wide ranging and searching review of effectiveness which would involve not only directors and shareholders but advisors, associated companies and employees.It is better that property should be private, but that man should make it common in use …. it is the task of the legislator to see that the citizens become like that. Aristotle
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Konieva, Tetiana Anatoliyivna. "REDUCTION THE COSTS OF FORMATION OF ENTERPRISE’S EQUITY." SCIENTIFIC BULLETIN OF POLISSIA 1, no. 2(14) (March 1, 2018): 114–20. http://dx.doi.org/10.25140/2410-9576-2018-2-2(14)-114-120.
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Urgency of the research. Decreasing the cost of equity, which is an important source of financial provision of enterprise’s activity, in particular newly created, is a topical issue in a market economy. Target setting. Domestic enterprises are characterized by the growing share of current liabilities at this stage. It threatens the stability of their financial state and causes the need to increase the role of internal financial resources. Actual scientific researches and issues analysis. In accordance with modern approaches the basis for calculating the cost of equity is the premium for the country’s risk in which the investment object is located; the access to the capital market; the risk of default of the company in emerging markets. Uninvestigated parts of general matters defining. There is a need to study the role of the net assets components in the formation of enterprise’s equity, which will identify additional ways to reduce the cost of its involvement. The research objective. The article provides: analysis of the influence of factors on the cost of net assets; identification of the role of components in the formation of domestic enterprises’ equity. The statement of basic materials. The research has revealed that the share of equity in financial resources of Ukrainian enterprises as of 01.01.2017 is 24,5%. Nowadays the prevailing form of business organization is limited liability companies, which testifies to the favourable legislation of their registration and functioning. Formation of registered capital exclusively from the monetary contributions, cooperation with underwriters, potential investors significantly reduces the costs of such procedure. Domestic legislation provides an opportunity to optimize the amount, form of payment and taxation of dividends, which deceases the cost of equity. Conclusions. The ways of reduction the costs of equity formation were revealed, in particular: association of enterprises; private placement of corporate rights; cooperation with intermediaries; decreasing the level of dividend taxation.
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Chen, Huan, Tingyong Zhong, and Jeoung Yul Lee. "Capacity Reduction Pressure, Financing Constraints, and Enterprise Sustainable Innovation Investment: Evidence from Chinese Manufacturing Companies." Sustainability 12, no. 24 (December 15, 2020): 10472. http://dx.doi.org/10.3390/su122410472.
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Resolving the problem of excess production capacity through sustainable technological innovation is an important issue facing the Chinese economy in achieving high-quality development. The Guiding Opinions of the State Council on Resolving the Contradiction of Severe Overcapacity promulgated by the government in 2013 undoubtedly had a huge external impact on the traditionally competitive manufacturing market. This paper uses 6680 company-year sample observations of 1609 A-share manufacturing listed companies in China from 2010 to 2017 to examine the impact of capacity reduction pressure on ‘corporate sustainable innovation’ (the strategic response made by the enterprise administrator to cope with the impacts of the external environment including economic, social and environmental aspects) investment and the moderating role of financing constraints on this relationship. The research shows that after the promulgation of the Guiding Opinions, the degree of overcapacity had a significant positive effect on the R&D investment of enterprises, indicating that the policy to resolve overcapacity promoted their sustainable innovation investment. Such a phenomenon indicates that, to a certain extent, in the context of capacity reduction, companies have strong pressure and motivation to seek a way out through sustainable innovation. However, financing constraints have a significant inhibitory influence on the anti-forcing effect of the capacity reduction policy, indicating that the ability of enterprises to respond to external capacity reduction policies is subject to their own limited financing. Further investigation shows that capacity reduction pressure mainly promotes the sustainable innovation investment of private enterprises and has no significant impact on that of state-owned enterprises. This may be because private enterprises struggled more for survival during the transition period. The results of this paper provide a theoretical basis and reference value for the formulation of government policies and the development of enterprises.
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R, Kasinlingam. "Predicting share value of private sectors." Ushus - Journal of Business Management 9, no. 1 (January 10, 2010): 73–95. http://dx.doi.org/10.12725/ujbm.16.7.
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Investment in equity produces attractive returns in the long run irrespective of high volatility in the short term. This is true not only in a developed country but also for a developing country. But the problem is to decide at what rate to buy and what rate to sell. This article has made an attempt to predict the share value of three private sector bank shares by using equity valuation models. The result indicates that at any point of time if the actual value of shares is less than the calculated value (P0) then such shares can be purchased. This is true till 2010. The data on expected future dividend is collected from CRISIL report and company reports.
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Kudryashov, Vladislav Vasilyevich, Valentina Sergeevna Lepeshkina, Irina Vladimirovna Sazonova, Aleksandr Anatolevich Potkin, and Viktor Anatolevich Altunin. "Legal regulation of the family members’ entrepreneurial activity and inheritance relations: law enforcement problems." SHS Web of Conferences 108 (2021): 01011. http://dx.doi.org/10.1051/shsconf/202110801011.
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The problem of transition in the line of business assets and obligations succession with regard to norms of civil, family and business law represents an important legal problem as for the matter of family business succession. Russian legislation does not determine the family business succession as a single entity, there exists no special regulation as well as the term “entrepreneurial succession”. The doctrine gives a reasonable conclusion that “practices of the recent past reveal substantial problems of marital regimes legal regulation under a digital transformation of the economy”. Inheriting different properties that can be collectively referred to sphere of entrepreneurial activity causes many problems of similar properties transition in the line of succession in the field of law enforcement. Determining particularities of legal regulation of inheritance relations complicated with business activities in order to ensure efficient regulation of succession to business assets and debts and as well to ensure law enforcement stability. The methodological base for the present scientific research is represented by the system of general scientific and specific scientific methods and research techniques, including a historical method, a logical method, a method of system analysis and research, a comparative legal method, a statistical method, a functional-structural method, methods of analysis and synthesis, a method of specification, an empirical and theoretical method, i.e. analogy, deduction. The authors suppose that in conditions of the world financial crisis complicated with consequences of the coronavirus pandemic small businesses are the most vulnerable, including family businesses. The authors believe that a modern lawyer must have systemic knowledge for efficient application of civil law, inheritance law, family law, entrepreneurial law on the basis of the convergence principle in law. The use of a rather broad methodological base allows determining essential properties of legal regulation of the family members’ entrepreneurial activity and inheritance relations from the point of view of law enforcement problems resolution. As for particularities of inheritance regulations application, a joint-stock company is supposed to have certain mechanisms of the protection of its interests in terms of its shares inheritance. For example, it is possible to envisage the right of a private joint-stock company to discourage inclusion within its shareholders a new participant in line with a similar power of the limited liability companies.
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Leśniak, Marek. "Jeszcze o wątpliwościach dotyczących funkcjonowania spółki z ograniczoną odpowiedzialnością utworzonej za pomocą normatywnego wzorca umowy." Przegląd Prawa i Administracji 112 (August 2, 2018): 141–52. http://dx.doi.org/10.19195/0137-1134.112.9.
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SOME FURTHER DOUBTS ABOUT FUNCTIONING OF THE LIMITED LIABILITY COMPANY MADE BY NORMATIVE TEMPLATE OF ARTICLE OF ASSOCIATION AVAILABLE IN THE IT SYSTEMThe study contains comments on the issue of the sale of shares and an increase of the capital in the e-limited liability company resulting from the possibility of covering the share capital after the registration of the company, which is a solution different from the traditional model of a Polish limited liability company. The purpose of the paper is primarily to determine whether it is possible to sell shares before covering the share capital and to pass a resolution to increase the share capital before full coverage in the e-limited liability company.
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Molchanova, Natalya P. "Financing Cinema Production as a High-Risk Activity." Journal of Flm Arts and Film Studies 10, no. 2 (June 15, 2018): 108–21. http://dx.doi.org/10.17816/vgik102108-121.
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The role of cinema in Russian culture has traditionally been high. The federal and regional budgets, organizations and citizens take an active part in the financial provision of culture and art. However, despite the fact that the costs of supporting the cinema are assessed as very limited, this creative sector of culture is focused on high profitability, which can be achieved in the process of project management. The specifics of the financing of cinema necessitate the search for innovative approaches involving financial market institutions in order to raise funds for financing venture investment projects. Approved by the world practice ways of attracting financial resources are: sale of a share in the project; transfer of distribution rights; organization of private funds; attraction of state funds; bank loans; tax benefits; preferential use of scenery; charity. Analysis of the economic situation of the cinema organizations leads to the conclusion that it is necessary to make practical use of the methods and institutions of state and public support recommended by science and popular in foreign practice. To activate the work in the film business, it is necessary to search for new tools aimed at increasing profitability and reducing the risks of venture projects. Importance of quality and coordinated establishment of the final variant of the price of a film product by all participants in the process of film production, consisting of a film company, a distributor, a retailer, and taking into account the opinions of the end users of the population (in terms of age and age structure and level of education, place of residence, professional qualifications and employment). Priority in the digitalization environment should be given to the preparatory work: the development of marketing strategies and advertising budgets as necessary elements to stimulate innovation and investment in film production.
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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.
Full textAbstract:
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.
Full textAbstract:
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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Gratwick, K., R. Ghanadan, and A. Eberhard. "Generating power and controversy: Understanding Tanzania’s independent power projects." Journal of Energy in Southern Africa 17, no. 4 (November 1, 2006): 39–56. http://dx.doi.org/10.17159/2413-3051/2006/v17i4a3205.
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Initially conceived of within the broader context of power sector reform in the late 1980s and early 1990s, Independent Power Projects (IPPs) were intended to relieve state utilities of the burden of financing new plants, bring quick, quality power and reduce costs for end-users. Although IPPs have indeed contributed to generation capacity in Tanzania, much of the power that resulted from investments has been supplied neither quickly nor cheaply. Embarking on power sector reform in the early 1990s, Tanzania made IPPs a pillar of its reform strategy. Presently, Songas and IPTL, the country’s two IPPs are helping to reduce load shedding. However, these projects have not been without controversy. One of Tanzania’s IPPs was taken to international arbitration over a dispute related to construction costs. The state electric utility, Tanzania Electric Supply Company Limited (TANESCO), currently pays more than 50% of its current revenue towards combined fuel and capacity charges for the IPPs. Capacity charges for the country’s two IPPs are equivalent to approximately one percent of GDP. The Government of Tanzania (GoT) is intervening to assist TANESCO with its monthly IPP payments at present. With twenty-year Power Purchase Agreements (PPAs) between IPPs and TANESCO, these costs are expected to continue, albeit with some modifications due to refinancing, fuel conversion and further development of the natural gas market. This paper provides a detailed summary of how and why IPPs developed in Tanzania as well as their impact to date. Development outcomes, namely the extent to which the host country is benefiting from reliable, affordable power and investment outcomes, the degree to which investors have made favourable returns and been able to expand market share, are analysed in turn. IPPs offer more than a decade of experiences in private sector investment in developing countries and a detailed understanding of them may be the key to unlocking and sustaining future power investment.
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Maksurov, Aleksey A. "Procedural problems of alienation of shares and shares of business entities." Russian Journal of Legal Studies (Moscow) 7, no. 1 (August 7, 2020): 17–21. http://dx.doi.org/10.17816/rjls33767.
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The article deals with the practice of observing the pre-emptive rights of shareholders of non-public joint-stock companies and business company participants when alienating shares (stocks) of business companies, including third parties. We are talking about protecting the interests of participants (shareholders) and the company as well as persons alienating the shares. The material is of interest in the formation of a civilized and effective corporate culture. The law provides not only for the right to alienate shares in business companies and non-public joint-stock companies, but also for the forms (methods) of exercising such a right (power). These forms (methods) have an approximate list. Based on the concept of civil law dispositivity, the rightholder can use any method of shares (stocks) alienation that is not prohibited by law. The Civil Code of the Russian Federation1 mentions the ways of transferring shares only in relation to a limited liability company (Article 93). The norms of this Code do not contain any specifics in this regard, thus leaving the issue to special (corporate) legislation. However, corporate legislation does not fully regulate the entire mechanism for transferring a share in the authorized capital or shares to another person.
The most common method of share alienation is a share purchase and sale agreement; other methods that are not prohibited by law are considered auxiliary methods. The paper deals with procedural issues involved in using methods of shares alienation in practice.
1 The Civil Code of the Russian Federation (Part one) from 30.11.1994 № 51-FZ (as amended on 16.12.2019, Rev. from 12.05.2020) / / Collection of Legislation of the Russian Federation. 1994. No. 32. St. 3301.
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Kraan, Johannes H. "De particuliere kunstverzameling van H. W. Mesdag." Oud Holland - Quarterly for Dutch Art History 104, no. 3-4 (1990): 305–27. http://dx.doi.org/10.1163/187501790x00156.
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AbstractThere is no lack of literature on Hendrik Willem Mesdag (1831-1915) in his capacity of an art collector. Most of it focuses on the collection in the museum which the painter built in The Hague in 1886 and presented to the nation in 1903 (note 1). Little or no attention has hitherto been paid however to the large collection of fine and decorative art that was kept at the time of Mesdag's death on July 10 1915 in his house, which adjoined the museum. The greater and most important part of this collection was eventually sold in New York in 1920 and thereafter dispersed. It is not known what criteria Mesdag applied in consigning items from his collection to the museum or keeping them in his home. No clear-cut distinction can be made between the kind of objects in his house and the museum. In both locations the tone is set bv the Barbizon and Hague Schools. Concerned about the future of his most prestigious creation, the enormous Panorama of Scheveningen, better known as the Mesdag Panorama, Mesdag set up a limited company in 1910 for the purpose of maintaining and exploiting the Panorama and the building that housed it. He gave the shares to his future heirs. Under the terms of his Will, his house and its contents were to pass to the Panorama shareholders on his death. The nation had the first option to purchase, which suggests that Mesdag wanted his house and a major part of his private collection to go along with the museum. Since there was a war on, the government regarded the purchase as imprudent. Part of the inventory was sold among the family, but the most important items were put up for auction. The auctioneer Frederik Muller & Cie compiled an illustrated catalogue. Before it was ready, however, the American art dealer J. F. Henson made an offer for the whole collection. The auction was cancelled, and the catalogue was published in a limited edition of 125 numbered copies (note 3 1). After the war most of the collection was shipped to America and auctioned in New York. A completely new catalogue was printed for the occasion (note ; 35). The said catalogues and a series of photographs of the interior convey an impression of the size and quality of the collection in Mesdag's home. There Mesdag left an important collection of paintings and drawings from the Barbizon School, including fourteen drawings by Millet (figs.4 and 5). Antonio Mancini is amply represented in the museum with fifteen paintings and pastels, but that is a mere fraction of the total number of works by Mancini amassed by Mesdag. He naturally possessed a large amount of his own work, as well as paintings and drawings by other artists of the Hague School (figs. 6 and 7). His collection of 17th-century masters was less important. Even so, Mesdag had a marked preference for Dutch 16th and 17th-century artefacts, witness the oak panels, furniture and other items of decorative art in his studio (fig. 2), a taste he shared with painters like Bosboom, Weissenbruch and Jacob Maris (fig. 9). Some of the furniture was quasi Gothic or quasi Renaissance, with ornate fittings and a profusion of carving, in keeping with the 19th-century notion of these styles. The most advanced aspect of Mesdag's collection was a collection of modern china from the Rozenburg factory, designed by Colcnbrander.
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Wesson, N., C. Muller, and M. Ward. "Market reaction to tender and private offers on the JSE." South African Journal of Business Management 48, no. 4 (December 31, 2017): 1–11. http://dx.doi.org/10.4102/sajbm.v48i4.38.
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Investors can benefit when incorporating the information-signalling effect of share repurchases in their investment strategies. Previous South African studies on open market share repurchases confirmed the globally observed signalling-effect, but found open market share repurchases not to be the outright favoured share repurchase type in this country – as is the case globally. The present study is the first to examine the market reaction to the preferred share repurchase type, namely specific (or tender and private offers) share repurchases, in the South African regulatory environment. Abnormal returns were calculated using a 12-parameter benchmark over a four-year event window, for share repurchases announced from 1999 to 2009. Pro rata tender offers were found not to possess information-signalling benefits, but significant excess returns subsequent to the announcement date were reported for the two private offer types (namely other specific offers and the repurchase by the holding company of shares held by subsidiaries). The other specific offers were found to possess significant information-signalling benefits – especially over the long term and in respect of value companies.
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Sim, Yeong Liang, and Frederik Josep Putuhena. "Green building technology initiatives to achieve construction quality and environmental sustainability in the construction industry in Malaysia." Management of Environmental Quality: An International Journal 26, no. 2 (March 9, 2015): 233–49. http://dx.doi.org/10.1108/meq-08-2013-0093.
Full textAbstract:
Purpose – The purpose of this paper is to identify mechanisms and approaches involved in the local construction industry to enhance environmental concerns and the adoption of capacity development model to manage the environment and up keeping of the quality in Malaysian construction industry. Design/methodology/approach – This paper describes an innovative approach to understanding the role of internal and external influence through LEGO® concept. This approach builds on the theory of change management, in which includes learning about the domain of enabling environment, organisation, individual and knowledge management process. New ideas, practices or technologies occur through integration of efforts particularly from the above mentioned domains. The approach also analyses the challenges faced by construction stakeholders. It draws on findings from different studies including some other countries of sustainability in which the engagement of previous research has been incorporated to further enhance the construction and environmental quality in the Malaysian construction industry. Findings – Environmental sustainable development construction requires a holistic thinking and decision making and more innovative solutions that enhance sustainability and result in mutually benefited outcomes for all stakeholders. A dedicated effort especially government and government link company is in strong demand. A valid reason for capacity development to develop in organisations and individuals to perform functions needed to keep green management operating and evolving to meet new challenges. The construction sector will benefit from learning advances in capacity development which are designed to improve and enhance construction and environmental quality governance. The coverage of LEGO® conceptual framework at which capacity development operates was identified in each domain of change management. Research limitations/implications – A limitation of the study was the relatively little literature information provided and thus affects the expounding and reliability of data. For this reason, these findings cannot be generalised to the other countries based on this study alone. The access to information is limited as public and private organisations hesitate to share information on their strategic planning and tactics. Originality/value – Development of capacity development model will contribute to the understanding of environmental sustainability through identifying gaps in the understanding and pursuit of construction and environmental quality in the Malaysian construction industry. This paper suggests the future prospect that integrates several dimensions towards green management practice in Malaysia.
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Stern, Simon. "The Third-Party Doctrine and the Third Person." New Criminal Law Review 16, no. 3 (2013): 364–412. http://dx.doi.org/10.1525/nclr.2013.16.3.364.
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According to the third-party doctrine, a person has no reasonable expectation of privacy in information that has been shared with others—including a bank, phone company, or credit card company. The doctrine got its start through an appeal to a locatable observer who corresponds, in literary terms, to a narrator with a limited perspective. This is the kind of perspective that courts have traditionally emphasized when explaining how to assess probable cause. The third-party doctrine turns the limited perspective into an omniscient one. The doctrine takes apparently private conduct and classifies it as public, effectively treating the perspective of the “arresting officer” as if it could encompass large quantities of information, widely distributed in space and time. The discussion here examines a recent defense of the third-party doctrine that similarly collapses the limited and omniscient viewpoints. Then, after exploring the narrative analogy by reference to literary analyses of the omniscient narrator in Victorian fiction, the discussion ends by considering the analogy in relation to contemporary modes of omniscient narration.
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Mashdurohatun, Anis, Lenny Mutiara Ambarita, and Gunarto. "Reconstruction of Roles and Responsibilities of The Board of Directors in Share Repurchase in Limited Liability Company Based on Fair Values." JOURNAL OF SOCIAL SCIENCE RESEARCH 15 (January 25, 2020): 27–33. http://dx.doi.org/10.24297/jssr.v15i.8527.
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This research aims to find out the roles and responsibilities of the board of directors in repurchasing shares in limited companies that have not been fair and to reconstruct the roles and responsibilities of the board of directors in repurchasing shares in limited companies based on fair values. This research is a sociolegal research, that is, an alternative approach that tests doctrinal studies of law. The word 'socio' in sociolegal represents the correlation between the context in which the law is located (an interface with a context within which law exists). It was found that the Board of Directors is jointly and severally liable for losses suffered by shareholders in good faith, arising from repurchases that are null and void due to the law. This does not provide fair/balanced legal protection for the parties. The fair values in buying shares are to provide balanced and proportional legal protection. Reconstruction of the roles and responsibilities of the Board of Directors in the repurchase of shares in a limited company based on fair values by carrying out reconstruction of Article 37 paragraph (3) and (5) of Law Number 40 Year 2007 concerning Limited Liability Companies.
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Marjanski, Vladimir, and Attila Dudás. "Intergenerational Transfer of Family-run Enterprises by Means of Civil Law in Serbia." Central European Journal of Comparative Law 2, no. 1 (May 14, 2021): 119–37. http://dx.doi.org/10.47078/2021.1.119-137.
Full textAbstract:
Family-run enterprises are business organisations in which the reins of control are concentrated in the hands of a single family or an individual who for the enterprise aims to continue operation through successive generations of the family. In Serbia, family-run companies usually begin as an individual entrepreneurship, a form of closed company (general and limited partnership) or relatively closed company (limited liability company). The legal difficulties that arise following the death of an individual entrepreneur (natural person) differ from those following the death of a member in a company (legal entity). Companies are imbued with rights and responsibilities separate from the personal rights and responsibilities of their members. Members of a company, including the head, are not considered owners of the company’s property in legal terms. Instead, they have shares in the company, and those shares entitle them to membership (management and proprietary) rights. Thus, when a member dies, the company’s property, in whole or in part, is not subject to inheritance (although that deceased member’s share is). This differs from the situation following an individual entrepreneur’s death. The law does not recognise a natural person conducting business as an individual entrepreneur as having two legal personalities (personal and business); everything is treated as personal. Therefore, all the assets and debts of a deceased individual entrepreneur are subject to inheritance, regardless of whether or not they were accrued in the course of business. The succession of a share following a member’s death is regulated separately for each company form, and all issues not governed by the Companies Act or a company’s incorporation document are subject to the rules of Serbia’s Law of Inheritance. Inheritance rules differ greatly for a share in a personal company (general or limited partnership) and a share in a capital company (limited liability or joint-stock company). In principle, whether or not a deceased member’s rights and responsibilities can be passed through inheritance depends on the company’s form, its incorporation document, and the relevance of the heirs’ connection to the deceased and the company. The less complicated these are, the fewer the legal obstacles to inheritance.
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Kocbek, Marijan. "Retaining Public Enterprise Status Through Own Shares." Lex localis - Journal of Local Self-Government 9, no. 1 (January 24, 2011): 85–101. http://dx.doi.org/10.4335/9.1.85-101(2011).
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The paper deals with the transitory provisions of the Public-Private Partnership Act that strongly interferes with the legal status of the public enterprises in Slovenia. According to this Act, there are merely two options for public enterprises in which there are private equity stakes. A public enterprise can be transformed into a company in accordance with the Companies Act, or the public enterprise status can be retained, provided that the private equity stakes are in a way nullified in the public enterprise, and that only the equity stakes owned by the Republic of Slovenia or local communities remain. The Act expressly refers to an option of terminating the private equity stakes through an own shares fund. By analysing the Companies Act, the author states that in practice, the procedure for acquiring own shares is most relevant due to their withdrawal. Thus, the share capital is reduced. In this case, the companies have two options. In the first option, the companies may withdraw their shares by following a simplified procedure. When doing so, they must have reserved profits at their disposal to use them for this purpose instead of dividing them among shareholders. In the second option, the companies may also withdraw their shares chargeable to quality funds, i.e., fixed-term categories of capital. However, in so doing, they must carry out all the necessary procedures for protecting creditors, which delays the whole transaction.
Keywords: • public-private partnership • public enterprise • own shares • Slovenia
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Papp, Tekla. "The Status of the Limited Liability Company since the New Hungarian Civil Code Came into Effect." Central European Journal of Comparative Law 1, no. 1 (June 30, 2020): 147–78. http://dx.doi.org/10.47078/2020.1.147-178.
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Historically, the form of the limited liability company was first introduced in Hungary by Act V of 1930. This type of company, which is equipped with all the advantages of members in a limited liability, was born out of the relevant necessity in the economy. However, it is quite flexible in its nature, could be established easily and demonstrates a simpler organizational structure than a company limited by shares. Therefore, the limited liability company fits within the general frame of small and medium enterprises, and is the main and most popular form of a company in Hungary. This paper gives an overview of the characteristics, regulations, foundation, organization, minority rights, business share, members and managing directors’ liabilities in Hungarian limited liability companies from a regulatory and practical perspective.
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Silveira, Paulo Burnier da. "Hybrid governance structure between public company and private partners: the case of Infraero in the Brazilian airline sector." Revista Direito GV 14, no. 2 (August 2018): 537–56. http://dx.doi.org/10.1590/2317-6172201822.
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Abstract A public-private partnership (PPP) model has been adopted in Brazil for the modernization of its main national airports. Until 2017, the institutional setup imposed the public company Infraero to participate with 49% in the joint venture for the management of the airports subject to PPP. The remaining 51% shares belong to private companies, namely those that constitute the consortium group that won the correspondent public tender. This paper analyses this hybrid governance structure, including the main advantages and disadvantages, for both government and private parties, in maintaining a state-owned enterprise with a mandatory 49% share in the winner consortium. It focuses on five main aspects: access to knowledge; government influence on decisions, funding, and risk-sharing; cross subsidization and competition. The paper also summarizes its main findings and recommendations for future rounds of airport concessions in Brazil, in particular to underline overall inconveniences of the mandatory rule that imposes to Infraero a 49% share in all winner consortiums.
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Kubica, Jędrzej. "MAKING AN IN-KIND CONTRIBUTION TO A LIMITED LIABILITY COMPANY." Roczniki Administracji i Prawa 1, no. XXI (March 30, 2021): 279–91. http://dx.doi.org/10.5604/01.3001.0015.2574.
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In this article, the author focuses on the issue of making an in-kind contribution to a limited liability company – both at the time of the company establishment and in the procedure of increasing the share capital. For this purpose, the author reviews the doctrine and judicature positions relating to the concept of contribution capacity and looks for answers to the question whether the limited liability company agreement and the declaration of taking up shares have the binding and disposing effect referred to in art. 155 and art. 510 of the Civil Code, and therefore whether it is necessary to conclude a separate agreement for the transfer of the subject of the contribution to the company for the effective transfer of the in-kind contribution. In his considerations, the author draws attention to the practical dimension of applying the provisions from the point of view of the work of a notary
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Vaičiulytė, Ieva, and Kristina Rudžionienė. "Peculiarities of enterprise equity and equity accounting." Buhalterinės apskaitos teorija ir praktika, no. 15 (April 10, 2014): 52–62. http://dx.doi.org/10.15388/batp.2014.15.5.
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From the fundamental accounting equation becomes the evidence that equity is one of the most significant indicator of enterprise state. So the process of enterprise equity formation that should be not only legally based but also economically reasoned is definitely relevant aspect in accounting. Both the reform of public sector and complex and hard to prognosticate conditions in private sector also laws of free market that promote to respond operative to external factors require complex and comprehensive equity accounting researches.
The aim of this article – compare peculiarities of different enterprise equity accounting (closed share holding company, state enterprise, state budget institution).
Tasks that have been set to reach the aim: 1) scrutinize requirements for share holding company, state enterprise, state budget institution of their equity accounting; 2) compare their peculiarities of equity accounting: structure of equity, similarities and differences between 3rd class of a chart of accounts.
After the research becomes the evidence that equity accounting of closed share holding company is strictly regulated by laws and standards while equity accounting of state enterprise and budget institution is almost unregulated. The most specific structure of equity is in state budget institution. Whereas the structure of equity in state enterprise is closer to the structure of equity in closed share holding company. Consequently in a number of cases requirements for state enterprise of their equity accounting might become closer to requirements for closed share holding company, for example, requirements for shareholders equity, formation of reserves. In this way the stringency of regulation for closed share holding company would be taken to regulate state enterprise equity accounting. However, closed share hold company has specificities that might not be adjusted in state enterprise, for example, requirements for share premium, reserve for own shares because the activity of state enterprise is not intended to reach for profit. After the comparison of the 3rd class of a chart of accounts becomes the evidence that closed share holding company and state enterprise have many similarities. However, closed share holding company has far and away more sub accounts to register equity and changes of equity.
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Abdullahi, Nuruddeen A., and Alan Wakelam. "The Nigerian Stock Exchange and the Private Investor." Journal of Interdisciplinary Economics 6, no. 3 (October 1995): 183–202. http://dx.doi.org/10.1177/02601079x9500600302.
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The findings of this research suggests that the Nigerian private investors like their counterparts elsewhere (e.g. the U.S.A. and the U.K.) do like both capital appreciation and dividend income. Furthermore, the majority of the respondents preferred to invest in ordinary shares rather than in any other securities on the Stock Exchange. Indeed it was found that other forms of securities, especially the government development stocks or bonds, were little known to the respondents. The majority of the respondents (57.9%, Table 4) appeared to take investment decisions on their own initiative rather than acting on the advice of stockbrokers or other experts, and that they often rely on company reports for market information. This is perhaps due to lack of clear understanding of the role of the stockbrokers in investment advice. The respondents showed a great reliance on three main sources of market information for investment decisions [company reports (34%), stockbrokers/or experts (27%), and the media (27%)]. However, as other authors have shown the average Nigerian investor may not be financially literate, the great reliance on company reports implies that the private investors take investment decisions by guessing at a company’s financial progress and position. The media has shown its value in providing market information and educating the public on matters of investment but there is also a need for enhanced financial journalism in the country. Taxation does not appear to have any significant effect on personal share ownership in Nigeria. The large majority of the respondents showed their ignorance of tax rate on dividends. This may be partly because the tax on dividends was relatively small at the time of the survey (1992) and did not warrant serious consideration by the private investors whose size of share ownership is normally small. The effects of the background characteristics of the respondents, (education and training, portfolio holdings, number of shareholdings, frequency of contact with stockbrokers, and years of experience of share ownership) did have an effect on people’s understanding of listed companies. With the exception of the size of shareholdings and years of experience of share ownership all the presented variables have a significant influence on the respondents’ understanding of listed companies (see Table 9). Training in business and/or finance has no significant influence on the method of taking investment decisions. Both respondents with significant training and those who had little or no training in business and/or finance appeared to rely on their own initiative when taking investment decisions. It is also clear that, although the majority of the respondents expressed their satisfaction with the services rendered by the Stock Exchange, a great many respondents seem to have reservations on the efficacy of the services of the stock exchange and the market in general.
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Kotāne, Inta. "ASSESSMENT OF MAIN LIST STOCKS AS AN INVESTMENT OBJECT IN THE BALTIC REGULATED MARKET." Latgale National Economy Research 1, no. 11 (October 15, 2019): 47. http://dx.doi.org/10.17770/lner2019vol1.11.4319.
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The stock market, which could be seen as one of the types of securities market, is an unstructured environment in which every investor needs to understand how to invest. For a potential investor interested in shares as one of the objects of investment, it is possible to buy the shares and potentially earn despite the fact that an investment in shares is considered to be a very high-risk investment. The research aims to assess Baltic Main List stocks as an investment object in the Baltic regulated market. The research results showed that investors should assess and invest in the companies of the Baltic Main List on Nasdaq Vilnius and Nasdaq Riga if they plan to gain income from an increase in share prices and to assess and invest in the companies of the Baltic Main List on Nasdaq Tallinn and Nasdaq Riga if they plan to earn income from dividends. The author concludes that the use of an investment account has not been sufficiently popularised among individuals, which does not contribute to the development of savings culture in Latvia and in the other Baltic States. For the education of private investors and the promotion of making decisions on share purchases, it would be desirable for investors to offer summarised information on company shares and their characteristics on the Nasdaq website. The research employed general quantitative and qualitative methods for economic research, including comparative analysis and synthesis, statistical analysis and graphic analysis.
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Dwijanti, Meilyna, and Amin Purnawan. "Deed Legal Ad / ART PT Perkebunan Nusantara IX After The Consolidated PTP XV-XVI (Persero) With PTP XVIII (Persero)." Jurnal Daulat Hukum 1, no. 3 (September 6, 2018): 687. http://dx.doi.org/10.30659/jdh.v1i3.3356.
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The purpose of this study was to determine the legality of the deed of AD / ART PT Perkebunan Nusantara IX after the consolidation of PTP XV-XVI (Persero) with PTP XVIII (Persero). This research method using normative legal research. The data used is secondary data that is material that provides an explanation of primary legal materials; in the form of deed of AD / ART PT Perkebunan Nusantara IX. Data were analyzed by descriptive qualitative method. The results showed Deeds AD / ART PT Perkebunan Nusantara IX Post-Consolidation PTP XV-XVI (Persero) With PTP XVIII (Persero), in accordance with the process and the provisions of the legislation in force. In the Deed 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 a following for each classification number of shares, 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. replacement, dismissal of members of the Board of Directors and Board of Commissioners; 9) procedures for the use of profits and dividend distribution. replacement, dismissal of members of the Board of Directors and Board of Commissioners; 9) procedures for the use of profits and dividend distribution.Keywords: Legality; Deeds; AD / ART; Limited Liability Company; BUMN.
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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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Krinichansky, K. "The Evolution of Associated Forms of Enterprises and the Genesis of the Share Institution." Voprosy Ekonomiki, no. 11 (November 20, 2008): 121–35. http://dx.doi.org/10.32609/0042-8736-2008-11-121-135.
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The article expounds and summarizes the main economic and institutional factors and prerequisites for the formation of business enterprises in Europe in the X-XVIII centuries. The author shows that the later form of associated enterprises - joint stock company - had been preceded at an earlier stage of genesis by other forms of enterprises, each of which brought about its own innovations in the development of the share institution. The existence of limited liability corporations cannot be regarded as a sufficient condition for the transformation of the share into a financial instrument and for the formation of capital market. Some of these conditions may be the appearance of new motivational factors of using shares and corporations based on them and the formation of specialized infrastructure supplement.
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Kausar, Dr Hina. "Personal Liability Of Director Of A Company In Insolvency & Investor Frauds Cases." Turkish Journal of Computer and Mathematics Education (TURCOMAT) 12, no. 5 (April 11, 2021): 1531–37. http://dx.doi.org/10.17762/turcomat.v12i5.2120.
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The present paper contributes to the understanding of impact of corporate scams and scandals and understanding the reason how these frauds and white-collar crimes impact the investors trust and business environment as a whole. When these scams occur the trust of investors break with each and every turnout. The impact of such corporate scams is not limited to the company where it took place but to each and every business, be it big corporate units or it be some small-scale businesses by directly impacting the stock exchange where the shares are listed. The authors have also tried to focus upon the issues and problems faced by the investors of the company while the company got involved in corporate scams and to figure out the responsible person of the company who will be held accountable in such kind of cases. The present study is limited to the extent of personal liability of a Director and too specifically in the cases of fraud and insolvency. White collar crimes are everywhere these days and that need to be treated as a growing branch of the Criminal law in India. With increase in the Globalization companies are growing and along with it the stakeholders of the company are also growing, any scam done will step back the investors to invest again and more in the company. Thereby with increase in the market share of a company the director of the Company has to establish an internal mechanism to tackle various white -collar crimes nurtured and how these are dealt in the court of law.
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Liu, Xing, and Jyrki Niemi. "The first glance at the growing impact of private labels on the upstream local food suppliers in Finland." Suomen Maataloustieteellisen Seuran Tiedote, no. 33 (January 31, 2016): 1–8. http://dx.doi.org/10.33354/smst.75201.
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The last twenty years has witnessed substantial changes in retailing across most European countries. Particularly, the increased prevalence of category management, the significant investment in new technology and improved logistics have enabled the supermarkets in the European countries acquired an increasing share of grocery markets. As a strategic tool, private labels (PL) has become increasingly important for European retailers to gain market share, loyalty of customers and reinforce the bargaining power toward suppliers and countervailing power against manufacturing brands. (Bonfrer and Chintagunta, 2004; Hansen et al., 2006; Groznik et. al. 2010 EU commission, 2011). The combination of recession and a retail food price spike during the last 5 years provides even more opportunity for PL growth as increasingly price-sensitive customers shift to PL alternatives.1(Volpe, 2011) According to statistics from Private Label Manufacturer Association (PLMA), the market share of PLs accounts for 17 to 48% of the groceries market in the EU in 2012. Many consumers see private label not only a trade-down but more often as another branded options. (Nielsen, 2010) In Finland, the sales of private labels have been growing significantly during the last five years. However, the total share of the sales is still lower than in the EU countries on average. PL share is commonly positively correlated to concentration levels in food retail. (Lincoln and Thomason, 2009). Table 1 presents the concentration of national grocery markets in a number of EU countries versus the market shares of PLs based on the volumes obtained from PLMA. Figure 1 displays the total market share of PLs including food and non-food in Finland calculated in value. Clearly, Finnish grocery trade is the most concentrated amongst EU members of states. Even though the market share of PLs in Finland has not reached as high level as the other European countries such as Germany and UK, the market share of PLs in food sector based on sales value, has been steadily grown from 7.6% in 2003 to 12% in 20123(See Figure 1). Given the close link between concentration levels and PL share, the expectation that PL market share in Finland is projected to increase by between 3- 5% points yearly in the coming five years. Compared to the current level of 12 percent, this entails that PL market share is set to over 20% in value in the coming 5 years. The growing importance of PLs has spawned an academic literature empirically investigating the factors that facilitates its success (Cotterill et al, 2000; Chintagunta et al, 2002; Richards et. al., 2007; USDA, 2011) different countries (Cordeiro, 2007; Kilic and Hakan, 2009). One of common consequences of high concentration and growing PLs sales is a growing imbalance of bargaining power within food supply chains, i.e. the power of supermarkets over their suppliers. In Finland, the economic and social effects of such imbalanced bargaining power on producers and processors are increasingly recognized (FCA, 2012)4, however, the empirical research related to PLs has been very limited (Delvecchoio, 2001). Amongst the limited publication related PLs, many concentrated on retailers and consumer’ welfare being (Gabrielsen and Sorgard, 2007; Perrin 2006; Uusitalo and Rökman 2004; The Economist Intelligence Unit: Industry report, 2010). However, very limited research (Suvanto et.al, 2006), stood into suppliers’ shoes.
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Nurcahyo, Nanang, and Yudho Taruno M. "Analysis of Validity Decisions General Meeting of Shareholders Limited Liability Company in Circulation." International Journal of Multicultural and Multireligious Understanding 5, no. 2 (July 22, 2018): 356. http://dx.doi.org/10.18415/ijmmu.v5i2.412.
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The General Meeting of Shareholders (AGM) held by the company is an important organ in taking various policies in the company. The GMS in practice is set forth in an authentic deed made before a notary and or made in minutes of meetings in the form of a deed under the hand, and then the deed is set forth in the form of an authentic deed and this practice is known as the deed of the decision of the meeting. In this context, the responsibility of a notary in making the deed of declaration of decision of general meeting of shareholders of circular limited company should be studied further, since a Notary is a public official who has authority to make authentic deed of all acts, agreements and stipulations ordered by general regulations or requested by the parties making the deed. Notary as a public official in every execution of his duties should not be out of the "signs" that have been regulated by the applicable law. Based on the results of research can be concluded that the making of Deed of Shareholders General Meeting of Shareholders which made in circulation has been regulated in Law Number 40 Year 2007 and has been allowed, so have legal validity and strength. However, in the verdict the judge has overturned the ruling of the general meeting which was made in circulation regarding the transfer of ownership of the shares, because the judge considered that in making the decision there is one element that has not been completed, namely the signature of several parties. With the cancellation of the decision, it will affect the return of share ownership from the defendant to be returned to the party, and this also affects the notary who participated in making the deed of decision of the general meeting that the notary is required to obey and comply with the stipulated decision.
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Dwipriyoko, Estiyan. "Literature Review on New Generation Cooperative Enterprise Architecture." Jurnal TIARSIE 14, no. 2 (February 15, 2018): 51. http://dx.doi.org/10.32816/tiarsie.v14i1.22.
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Cooperative is a legally incorporated business organization, that built collectively by their member, and aim to fulfill their needs. New version of Cooperative is called New Generation Cooperative (NGC) that has characters as: NGC may issue shares, individuals may hold higher levels of equity through purchase of share, and membership may be limited to shareholders. Enterprise Architecture is the comprehensive conceptual design or blueprint of company and organization, which describes it’s the structures, function, and operations. The purpose of the research is to design the Enterprise Architecture for NGC. This NGC can be started as a low cost enterprise by implementing Open Business Model. The Open Business approach places value on transparency, stakeholder inclusion, and accountability. This research shall purpose the Technology part of Strategic Management, which can relate New Generation Cooperative Enterprise Architecture as new category for Open Business Model.