Corporate Culture: Changing Board Responsibilities and Changing Governance Rhetoric

Author(s): Alice Belcher / Language(s): English Publication Year: 0

The UK’s Financial Reporting Council is telling directors that they should not wait for a crisis before they focus on company culture. The board must set culture, embed it, assess it and report on it. This paper traces the company’s formal legal liability for corporate culture as imposed in Australia and the UK and investigates the new focus on corporate culture in the wake of some notable corporate crises. It uses the Volkswagen emissions scandal as an example of cultural misalignment where the company and individual employees below board level (rather than a board collectively, or board members individually) have been the ones to be found liable despite the increase in rhetoric about the directors’ responsibility for corporate culture. This critique is put into the context of decades of Management research in the field of Corporate Culture that has produced theory, empirical results and an array of practitioner tools, but has also ignited debates so intense as to be labeled the “culture wars”. The paper points up the care that will be needed as legal liability for corporate culture increases before there is a consensus among management scholars on what it means and how it can be measured or assessed.

ЗАКОНОДАТЕЛСТВОТО ЗА АКАДЕМИЧНОТО РАЗВИТИЕ В РЕПУБЛИКА БЪЛГАРИЯ

Author(s): Darina Zinovieva,Ekaterina Salkova,Hristo Banov,Jivko Draganov / Language(s): Bulgarian

УСТОЙЧИВО РАЗВИТИЕ НА ЛОЗАРО-ВИНАРСКИЯ СЕКТОР – ПРЕДИЗВИКАТЕЛСТВА И ВЪЗМОЖНОСТИ ЗА РАСТЕЖ. сборник доклади

Author(s): / Language(s): Bulgarian

The publication of this book is under Project №236 / 2018 and is funded by a targeted subsidy to the state budget.

Features of Non-Executive Directors' Fiduciary Duties

Author(s): Adina Ponta / Language(s): English Publication Year: 0

Among the influences of the 2007 financial crisis on corporate governance, the developing role of non-executive directors and their expanding duties require particular attention. By nature of their function, non-executive directors mitigate risks determined by information shortcomings between shareholders and managing directors, on the assumption of effective exercise of their duty of oversight. However, this subsidiary duty is not within the essence of non-executives’ role, the same perspective being reflected in statutory rules of several European countries. This paper will examine the particularities of non-executive directors' fiduciary duties, incorporated from common law doctrine, by providing a comparative overview of EU member state approaches. The paper will pursue the evolution of the non-executive function in continental law and examine recent European studies, which extend the scope of non-executive directors’ duty of care. The objective is to demonstrate that fundamental differences between national regulations are determined by different understandings of the function of non-executive directors, for example, subsets of their fiduciary duties are divided in Romanian corporate governance between different managing bodies of the company.

Legal Significance of Commercial Books under the Bulgarian Law

Author(s): Raya Ilieva / Language(s): English Publication Year: 0

The article aims to analyse the legal importance of the commercial books a trader is required to keep in their business. At the same time, the study questions the role of these ledgers, the functions they perform, and their probative force in disputes between traders.

The legal regime of competition in Germany

Author(s): Ovidiu Horia Maican / Language(s): English Publication Year: 0

Antitrust law first came to Germany in 1947, while the building of an antitrust framework was constitutive of the forming of the European Coal and Steel Community (ECSC) in 1951 – the first step towards the creation of a European Community. However, during the first ten years, these two developments remained only loosely coupled. After1957, a year marked both by the passing of the first German antitrust act and the signing of the Treaty of Rome, the German and European antitrust stories became much more closely interconnected.

Uncovering labour trafficking

Author(s): Pekka Ylinen,Anniina Jokine,Anna-Greta Pekkarinen,Natalia Ollus / Language(s): English

Identifying and investigating labour exploitation and trafficking is a challenging task. These are often international crimes in which migrant workers from one or more countries are brought to a third country, where their vulnerable position and ignorance are exploited by the offenders in multiple ways. Labour exploitation is found particularly frequently in labour-intensive sectors such as restaurants, cleaning, agriculture and construction. The present investigation tool was developed in the EU-funded FLOW project, whose target group comprises of criminal investigation authorities and labour inspection authorities in Finland, Bulgaria, Latvia and Estonia. Its purpose is to increase awareness of labour exploitation and trafficking and to offer concrete steps in identifying and investigating these phenomena.

European Merger Control

Author(s): Ovidiu Ioan Dumitru / Language(s): English

Modern European Merger Control Policy is the result of a compelling evolution as, throughout the course of time, the underlying objectives guiding its enforcement have been influenced by different school of thoughts, decisions of the bodies supervising the competition, Commission at EU level and national authorities at the state level, and, of course, the economic evolution of the continent. As a consequence, the European institutions together with the Member States had to amend the initial provisions from the Treaty and, later, from the specific Regulation. This book aims at studying the evolution of the European Merger Control rules, from the founding treaties till the last European act providing it, in parallel, analysing the caselaw in the field and its influence in the reformation process. The final Reform of the European Merger Control was implemented in 2004, as a consequence of globalization and rapid developments of the markets, including the digital economy, as some amendments were essential for a competitive and innovative European single market, leaving us with a amended procedure which is presented in the present book.

Main Characteristics of the Companies in the Republic of North Macedonia

Author(s): Adnan Jashari,Arta Selmani-Bakiu / Language(s): English Publication Year: 0

The companies in North Macedonia are organized in five different forms, such as; public limited companies, limited partnerships, limited partnerships with shares, limited liability companies and joint stock companies. All these forms have their characteristics on the basis of which they are distinguished, but they also have common characteristics. In this paper I am dealing with some of the common characteristics of companies, starting with their establishment, the founders, the founding capital, the founding act, the features with which the companies are identified in the market. Normally, separate works can be done for each of them, but with this work I am trying to give an overview of these features, without going into details on each of them. I intend to provide readers with a general overview of some of the characteristics of companies in Northern Macedonia based on the normative method.

Legal Regime of Competition in Poland

Author(s): Ovidiu Horia Maican / Language(s): English Publication Year: 0

Like the antitrust law in the United States, antimonopoly law forms one of the main elements of competition policy in post-communist countries. According with the Polish legislation, "the promotion and protection of competition in the process of transforming a centrally planned economy into a market economy requires going beyond the scheme of classical antitrust policy." These antimonopoly laws have as goal to create, develop, and protect competition during the transition from a socialist to a market-based economy. Each law sets up a competition authority entrusted with development and protection of competition and oversight and enforcement of competition law. Even some provisions reflect the influence of the laws of the United States and individual European Union member states, the dominant model upon which the competition laws of the post- communist countries are based is the European model.

Some Particularities Concerning the Administration of the Limited Liability Company

Author(s): Ana-Maria Lupulescu / Language(s): English Publication Year: 0

From the point of view of the organization and functioning of the limited liability company, the legislator has chosen a mixed approach, combining some rules concerning companies of persons, particularly related to the presence of the intuituu personae element, with more formal and rigid rules enacted in the matter of the company by shares. With reference to the rules regarding the administration of the limited liability company, the law expressly states the inapplicability in this matter of the legal provisions governing the administration of the company by shares. On the contrary, in order to define the legal regime applicable to the administrators of this legal form of company, in addition to some special provisions enacted in the matter of the limited liability company, which are not sufficient to fully define such a statute, the legislator chooses to send to the provisions applicable in relation to the administration of the general partnership, emphasizing once again the mixed nature of the limited liability company and the similarities that exist, in certain respects, between it and companies of persons.

COVID-19 – The Catalyst of a Legislative Reform in the Field of Insolvency

Author(s): Ionel Didea,Diana Maria Ilie / Language(s): English Publication Year: 0

As the cases of insolvency increase worldwide, thus the articles provided by insolvency researchers and practitioners offer new perspectives for legislative reform. Climate changes, pollution, globalization, digitalization and massive industrialization remain in the shadows of the new challenge of humanity regarding the aggressive spread of the Sars-CoV-2 virus and which painted the picture of society in gray shades, triggering a real health, economic and social crisis. In this sense, Covid-19 becomes a nucleus for a significant reform at the level of each state. The time has come for the judicial system, especially the “key” rules in supporting the economy, such as insolvency, to be upgraded. The speed with which provisional measures were introduced and additions or exceptions to the legislation were regulated in response to the crisis generated by the pandemic, shows us that the dead end in the reform of “obsolete” laws can be overcome. We are almost talking about a “coronavirus law” which could include a series of tem- porary regulations, the legislation discovering perhaps the most diverse and complex form of creation. This pandemic context has contributed not only to the diversification of meanings and to the development of the horizon of legal knowledge, but has managed to revive traditional legal institutions, law being the indispensable vector for transposing the social and economic policies of a State. Beyond these interim measures, however, we must look at the whole, as the effects of the pandemic on certain areas such as labor law, digitalization or the State economy can be long-lasting, and for decision-makers working in the field of insolvency and debt restructuring, the crisis becomes an opportunity for a significant reform. The need for judicial reorganization of business in order to stimulate the survival of viable businesses and save jobs, as a strategy of economic recovery in the coming years, will now “reveal” more than ever the regulations that need insolvency reform and will be born in our culture acceptance of the harmonization of domestic legislation with Union and international standards on best practices in the field. For the moment, we could say that we are facing a “false comfort” of the measures extended by the temporary insolvency legislation, and a much deeper structural reform is certainly needed. Moreover, many of the support measures have expired or are due to an end, which is why a “dilution” of these temporary measures or the reactivation of expired ones could make the difference between survival and collapse, especially for small, with limited cash reserves and narrow margins.

Considerations on the Admissibility of the Creditor’s Claim in the Insolvency Procedure

Author(s): Cristina Cojocaru / Language(s): English Publication Year: 0

According to the law, the holder of claims born prior to the opening of the insolvency proceedings, who does not submit the application for admission of the claims until the expiry of the period laid down by the law, will be deprived, as regards of those claims from the right to be in the debts' list and will not acquire the status of creditor entitled to participate in the proceedings. Thus, a claim prior to the opening of insolvency proceedings cannot be valued by means of an action brought after the closure of the insolvency proceedings, since its recovery could only be made in the context of the procedure provided for by the special law. This article aims to highlight the most important aspects on this subject, without claiming of having exhaustively treating the subject.

Tax cancellation: A comparative analysis

Author(s): Piotr Buława / Language(s): English

This book presents the institution of tax cancellation in the legal systems of Poland, Germany, the Czech Republic, and England in the broader context of tax and insolvency law. It focuses on three particular forms of tax cancellation: administrative tax cancellation, debt relief, and insolvency arrangement. The author uses comparative legal analysis, which allows him to go beyond the usual research paradigms and provides a new perspective for a better understanding of the institution of tax cancellation. Despite significant differences between the analysed legal systems, the issues discussed are universal.

Banking Law in the 21st Century

Author(s): / Language(s): English

This volume includes some of the scientific papers submitted at the 14th historical edition of the International Conference "Contemporary Approaches in Banking and Financial Law" that was held on 15 April, 2021 online on Zoom. The conference is organized every year by the European Association of Banking and Financial Law-Romania together with the Society of Juridicial and Administrative Sciences. More information about the conference can be found on the official website: www.bankingandfinanciallaw.adjuris.ro. The scientific studies included in this volume are grouped into edi-tor's note with presentation of keynote speakers panel remarks and two chapters: Exercise of banking activity, operations and contracts and Activity, organization and functioning of credit institutions. Financial law topics. This volume is aimed at practitioners, researchers, students and PhD candidates in banking law, who are interested in recent developments and prospects for development in this field at international and national level.

Surogacja rzeczowa w kontekście ochrony majątku powierniczego w wybranych systemach prawnych

Author(s): Bartłomiej Woźniak / Language(s): Polish

Autor wykazuje się pogłębioną wiedzą prawniczą z zakresu prawa rzymskiego, angielskiego, polskiego, a także międzynarodowego i obejmującego instrumenty harmonizacji powiernictwa w europejskiej kulturze prawnej. Tekst cechuje duża staranność w doborze i analizie źródeł, zarówno historycznych, jak i prawnych, a formułowane wnioski mają pogłębione merytoryczne uzasadnienie. Przedmiot badań odpowiada na zapotrzebowanie praktyki zarówno na poziomie europejskim, jak i krajowym. dr hab. Mariusz Jerzy Golecki, prof. UŁ Praca Bratłomieja Woźniaka wprowadza do polskiego prawoznawstwa nowe, racjonalne ustalenia na temat doniosłości zasady surogacji rzeczowej dla ochrony majątku powierniczego. Książka wyróżnia się historyczną analizą doświadczenia prawniczego, w oparciu o którą sformułowano wnioski co do kwestii aktualnych dzisiaj. prof. dr hab. Wojciech Dajczak

Prawo fuzji i przyjęć

Author(s): Maciej Mataczyński / Language(s): Polish

Przedmiotem książki jest omówienie podstawowych założeń leżących u podstaw nowelizacji ustawy z 24 lipca 2015 r. o kontroli niektórych inwestycji dokonanej ustawą z 19 czerwca 2020 r. o dopłatach do oprocentowania kredytów bankowych udzielanych przedsiębiorcom dotkniętym skutkami COVID-19 oraz o uproszczonym postępowaniu o zatwierdzenie układu w związku z wystąpieniem COVID-19. Nowelizacja wprowadziła nadzwyczajny reżim kontroli inwestycji zagranicznych. Prace nad Nowelizacją rozpoczęły się już w marcu 2020 r., krótko po wybuchu epidemii. Warto przypomnieć, że reakcją rynków finansowych na całym świecie na pandemię była krótkotrwała panika i wyprzedaż, która doprowadziła do drastycznego spadku kursów akcji. Polska, kraj wciąż traktowany jako rynek rozwijający się, a więc obciążony dodatkowymi ryzykami, doświadczyła równocześnie gwałtownego spadku wartości polskiego złotego i spadków notowań na warszawskiej giełdzie. Równoczesne zajście obu tych procesów sprawiło, że majątek polskich przedsiębiorców, w tym spółek należących do Skarbu Państwa, został z dnia na dzień drastycznie przewartościowany.  Rozważania rozpoczyna analiza kompetencji w zakresie kontroli inwestycji zagranicznych w Unii Europejskiej. Następnie omówiony zostaje zakres przedmiotowy i podmiotowy, w szczególności problematyka obejścia prawa. W dalszym ciągu przedmiotem analiz są przesłanki wyrażenia sprzeciwu oraz problematyka sankcji. Rozważania zamyka analiza wybranych zagadnień proceduralnych i kolizyjnoprawnych aspektów kontroli inwestycji zagranicznych. 

Muhasebe Deneti̇mi̇ni̇n Türk Hukuk Si̇stemi̇ndeki̇ Yeri̇ni̇n İncelenmesi̇ (İcra İflas Kanunu, Türk Ti̇caret Kanunu, Vergi̇ Usul Kanunu açisindan)

Author(s): Mehmet A. YÜZBAŞIOĞLU / Language(s): Turkish

Accounting auditing is the auditing of the compliance of the financial statements, financial situation data and activity results of the enterprises with the legal regulations. In this context, accounting audit and law are multidisciplinary fields. The fact that these fields are fields of study in their own right and that they are studied in different departments has led to the relative isolation of accounting audit and legal discipline from each other. The biggest problem that emerged as a result of this abstraction is that a good lawyer's knowledge of financial auditing remains relatively weak, while a good financial auditor's knowledge of law remains relatively weak. In this study, which was carried out within the scope of doctoral thesis, accounting auditing and the legal dimension of accounting auditing were examined in depth. As a result of the study; The financial statements audited in the accounting audit process carried out according to the Turkish Commercial Code are not the financial statements prepared by the company in accordance with the Tax Procedure Law, instead of these statements, the financial statements prepared within the framework of the accounting and auditing standards published by the Public Oversight Agency are the statements audited in the accounting audit. Since the financial statements prepared according to the reporting standards adopt the commercial profit (commercial balance sheet) principle, the tables prepared according to the Tax Procedure Law adopt the financial profit (financial balance sheet) principle, since the accounting audit desired to be carried out according to the Turkish Commercial Code cannot be performed on the financial statements prepared within the scope of the Tax Procedure Law. It has been concluded that the legislators should carry out studies to ensure the compatibility of the financial statements and books of the enterprises in terms of the Turkish Commercial Code and the Tax Procedure Law.

Declaraţia Universală a Drepturilor Omului – moment important în dezvoltarea dreptului drepturilor omului

Author(s): / Language(s): Romanian

This volume presents the significance of the Universal Declaration of Human Rights (UDHR) in the evolution of international human rights law. It examines how the UDHR laid the foundation for the development of subsequent human rights treaties and frameworks, influencing both national and international legal systems. It delves into the historical context of the UDHR's adoption, the key principles it enshrines, and its lasting impact on global human rights discourse. It also addresses the challenges and criticisms faced by the UDHR over the decades, highlighting its role as a cornerstone of modern human rights advocacy and legislation.

Corporate and Financial Law Handbook

Author(s): Dilyan Nachev,Hristina Tancheva,Irina Bogdanova,Savina Mihaylova-Goleminova,Marina Stefanova,Ivan Ruschev,Georgi Spasov,Simona Veleva,Nevin Feti,Orlin Kolev,Desislava Kalcheva,Reni Pancheva,Mario Milov,Magdalena Vlahova-Veleva,Iva Petkova,Julia Jarova,Nikoleta Kuzmanova,Kiril Kamenov,Dimitar Elkov / Language(s): English

The book is intended for the English language programmes of the Faculty of Economics and Business Administration (FEBA), Sofia University “St. Kliment Ohridski”, including the professional school for computer programming and innovations in the city of Burgas. The subject matter of the Corporate and Financial Law Handbook is complex and multifaceted, proving that there is a need for joint studies, involving both lawyers and economists. The present Handbook is a good example of such a collaboration. The authors of the different chapters of the Handbook are experienced professionals in their field. In their analysis of the various topics, they demonstrate that Bulgaria has its own traditions in the different fields of legal and economic doctrine but upholds EU values and their legal foundations along its path toward European integration. The subject matter of the Handbook is interdisciplinary, complex and varied. Hence, an interdisciplinary method is used, with view of the specifics and diversity of the reviewed topics thanks to the editor Assoc. Prof. Savina Mihaylova-Goleminova. This is a book for lawyers and non-lawyers written by lawyers and economists. Internet content has been used freely, with proper identification of sources.