,,ДИРЕКТОРИ У СЕНЦИ“ - АСПЕКТИ DE FACTO И DE JURE КОНТРОЛЕ ТРАНСНАЦИОНАЛНЕ КОМПАНИЈЕ
SHADOW DIRECTORS: ASPECTS OF DE FACTO AND DE JURE CONTROL OF TRANSNATIONAL CORPORATION

Summary/Abstract: The paper is examining the liability of hidden directors which act in a “shadow” in transnational corporation (TNC) as a functional tool of its effective legal control. Position of so called “shadow director” really could be found in parent TNC and its management vis-à-vis affiliated company within TNC and its top management. The author starts from a model of corporate governance and control system within a TNC from “centralization towards decentralization”, while opening up numerous topics, closely related to fiduciary duties of directors of affiliated member companies. Taking into account the fact that the centralization of management and governance in the TNC is sine qua non condition of their definition and appearance, first it has being analyzed the parent company which under the selected governance model is transforming into “shadow directors”. Considering the fact that the legal status of a TNC is defining theirs control structure and mechanisms, it has being especially stressed the treatment in accordance with the interest of the company as a whole, or in other words the treatment of all member affiliated companies within the TNC, in a harmony with a global business strategy and policy of the corporate group. In concluding remarks the authoress is arguing in favor of imposing a duty of nominated directors to “shadow directors”. The assumptions and the idea of good corporate governance should be achieved in full as well as the control of the TNC.

• Details
• Contents