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Environmental Voice within Companies and Company Law: Environmental Management Systems (EMSs)

Environmental Voice within Companies and Company Law: Environmental Management Systems (EMSs)

known as the s 417 CA 2006 business review (many of these requirements are replicated, with some additions, in the new Ôstrategic reportÕ, see the Companies Act 2006 (Strategic Report and DirectorsÕ Report) Regulations 2013). Given the short length of this paper, as well as the fact that other conference participants will be addressing the issue of sustainability reporting, I do not go in to any detail in this regard. For further analysis, see Bradshaw, Corporations, Responsibility and the Environment (n 3), Ch 7; Charlotte Villiers, Corporate Reporting and Company Law (Cambridge: Cambridge University Press, 2006); Iris HY Chiu, ÔThe Paradigms of Mandatory Non-financial Disclosure: a Conceptual Analysis: Part 1Õ [2006] Company Lawyer 259.
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Reforming English Company Law to Promote Sustainable Companies

Reforming English Company Law to Promote Sustainable Companies

selling decisions. 3 Since this is a market failure which undermines a public good, namely the regulatory intervention can be justified in principle, provided its discounted benefits exceed its discounted costs. 4 Leaving aside the difficult question of the appropriate rate of discount to apply, 5 it is arguable that the costs of ecosystem collapse are of a different order and so are not comparable with the benefits to shareholders, employees and consumers of business as usual, because those costs would bring life to an end. 6 If this argument is accepted, then greater creativity in the use of core company law tools will be required. Beate Sjåfjell has argued that a duty should be imposed on company directors to consider environmental sustainability alongside the interests of the company. 7 Here, I will argue that company directors should be required to establish procedures to identify and internalise environmental and social
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Impact of Brexit on European Company Law: A French Private International Lawyer Perspective

Impact of Brexit on European Company Law: A French Private International Lawyer Perspective

In the particular field of European Company law, such a reshaping would induce a certain number of consequences, which the present study is intending to highlight. To envisage all the legal consequences of the aforementioned secession being attempting the impossible, we will restrict our focus on chosen specific points, in relation with the right of establishment, and obviously from the sole EU law perspective. Namely, only the incorporation (II) and the recognition processes (III), as well as the freedom of movement of UK (and especially England)/other Member States companies (IV), be- cause of their great practical importance, will be scrutinized below.
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The Netherlands - New Developments in Dutch Company Law: The “Flexible” Close Corporation

The Netherlands - New Developments in Dutch Company Law: The “Flexible” Close Corporation

One of the age-old problems of company law is the danger that companies are used to defraud creditors and the danger that large shareholders act against the interests of minority shareholders. In protecting the interests of creditors and minority shareholders the legislator often runs the risk of making the mandatory rules of company law too rigid. However, under EU law it is now possible to do business in the Netherlands with a corporation set up according to the laws of another EU or EEA member state and, by doing so, evade the Dutch regime on BVs. This scenario was the catalyst for the 2012 changes. In order to make the Dutch BV less rigid and thus more attractive to businesses, the Dutch legislator enacted a new regime which abolished the minimum capital requirement and instead introduced a different way of protecting the interests of creditors.
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What are the issues relating to digitalisation in company law?

What are the issues relating to digitalisation in company law?

Some Member States, including Denmark and the UK have made changes to their company law to enable companies to be formed online without the person forming the company having to be physically present in the country of incorporation or provide hard copies of documents. They also allow further information that must be provided to the business registry after the company has been incorporated to be provided electronically. They allow companies to communicate with shareholders and others electronically and allow shareholders and others to participate in company meetings electronically. This reflects the fact that, increasingly, individuals, companies and regulatory bodies communicate with each other digitally and expect to be able to do so in all aspects of their lives. It has also become increasingly common for companies to have shareholders from different Member States. These shareholders may wish to participate in meetings without having to be physically present at a particular location. Companies also deal with customers, suppliers and others from an increasingly large number of countries. They often deal with them online. It has become easier for companies to provide information about themselves electronically to the public, either through their own website or through the national business registry to which they are subject. Although the public can access information from a company’s business registry, this may not be as easy as accessing information from the company’s own website.
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(3) Future of the Company Law and Corporate Governance Action Plan: public consultation

(3) Future of the Company Law and Corporate Governance Action Plan: public consultation

The Commission services announced to the Group that the call for tender with modified terms of reference for the study is intended to be published at the end of February/beginning of March and will hopefully meet with greater interest than the previous one. In reply to a question from some Members on the necessity of such a study especially since the issue is urgent and the process is lengthy, it was explained that the Company Law Expert Group pressured for it. Besides, according to the new requirements, impact assessment of any EU initiative must contain detail economic cost-benefits analysis which could not be conducted by the Commission due to limited resources.
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Employee board representation in Hungary s new company law. by Laszlo Neumann

Employee board representation in Hungary s new company law. by Laszlo Neumann

Following lengthy preparations involving social dialogue and specialist debates, the Parliament passed Act IV of 2006 on Business Associations on 19 December 2005. It came into force on 1 July 2006, replacing Act CXLIV of 1997. The new legislation brought about several minor changes reducing the red tape involved in setting up and running various forms of association characteristic of small and medium-sized companies, such as limited partnerships (‘betéti társaság’ or Bt.) and private limited liability companies (‘korlátolt felel ı sség ő társaság’ or ‘Kft.’). For instance, these companies may now be established more easily by using a standard form of ‘articles of association’, provided by Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings, a law passed in tandem with the new company law. The new company law amended numerous regulations in the following areas: equity capital contribution for the foundation of a business association; legal position of executives; minority shareholders’ rights; filing appeals to courts concerning decisions of shareholders’ meetings; protection of creditors, and so on. The following review is limited to presenting the changes affecting employee’s representation.
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The Modern Corporation Statement on Company Law

The Modern Corporation Statement on Company Law

Citation: Stout, L. A., Robé, J-P., Ireland, P., Deakin, S., Greenfield, K., Johnston, A., Schepel, H., Blair, M. M., Talbot, L. E., Dignam, A. J., Dine, J., Millon, D., Sjåfjell, B., Villiers, C., Williams, C. A., Koutsias, M., Pendleton, A., Davis, G. F., Galanis, M., Chandler, D., Keay, A. R., Moore, M. T., Du Plessis, J. J., Bather, A. J., Lefler, B. L., Bradshaw, C., Bruner, C. M., Joo, T. W., Greenwood, D. J. H., Clarke, T., Johnson, L., Mulazzi, F., Lipton, M., Liao, C., Johnson, R., Beck, A., Markel, G., Currie, W., Partnoy, F., Peklar, L. F., da Silveira, A. D. M., Sitbon, O., González-Cantón, C., Chanteau, J-P., Donaggio, A. R. F., Esser, I-M., North, G., Gramitto Ricci, S. A., Tomasic, R., Pillay, R. G., O'Kelly, C., Keating, C., Willmott, H. C., Veldman, J. and Morrow, P. (2016). The Modern Corporation Statement on Company Law. London, UK: The Modern Corporation Project.
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Development of company law in India : the case of the Companies Act 1956

Development of company law in India : the case of the Companies Act 1956

Not all the proposals made by the Company Law Amendment Committee were in line with the wishes of the accounting profession and the ICAI. There were some restrictions placed on the accounting profession. Even though the audit firms were allowed to sign audit reports with the name of the firm, they still had to inform the registrar of the individual auditor who was responsible for the audit. It was also expressed by the Government that the ICAI would be expected to ensure the independence of auditors. However, on the whole, the accounting profession, especially the ICAI, influenced the revision of the Companies Act 1956 in their own favour quite considerably at the Company Law Amendment Committee review stage. They argued strongly that accounting and auditing matters should be left to the ICAI which would ensure that accounting was of a high standard and that auditors would be tightly regulated. At this time, the ICAI was still a relatively new institute and most people generally agreed that accounting and auditing should be left in the hands of the Institute wherever possible (Report of the Joint Committee, 1953; Report of the Company Law Amendment Committee; Kapadia, 1972; interviews with senior accounting personnel in the corporate sector, senior government officials and senior members of the accounting profession).
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Stakeholders in modern UK company law

Stakeholders in modern UK company law

[2017] 1 BCLC 453 and Dickinson v NAL Realisation (Staffordshire) Ltd [2017] EWHC 28 (Ch). In BTI (supra) Rose J in a lengthy judgment indicated that the s. 172(3) duty arose at a time when the directors ought to be contemplating the future insolvency of the company either because it was on the verge of insolvency or there was a potential long term liability that had not been provided for. Neither condition was met on the facts of the case before the court. But Rose J did indicate that the possibility of s. 423 of the Insolvency Act 1986 coming into play was much greater because the statutory language of the provision was deliberately wide. A dividend payment could be found to be a transaction at an undervalue within the meaning of s. 423 of the 1986 Act. In Dickinson (supra) the point was again made by HHJ McKenna (following BTI) that it would be difficult to engage s. 172(3) where the company was solvent, but not so difficult in the case of engaging s. 423. In this case certain property transactions and share buybacks were under the microscope and were in part successfully challenged. If this thinking becomes the norm we may be witnessing a significant development in upgrading directorial stewardship requirements in UK Company Law through these apparently obscure cases.
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Exploring the rationale of enlightened shareholder value in the realm of UK company law – the path dependence perspective

Exploring the rationale of enlightened shareholder value in the realm of UK company law – the path dependence perspective

not say that there are to be no cakes and ale, but that there are to be no cakes and ale except such as are required for the benefit of the company.’ The general doctrine embodied in the judgment is that directors can conduct business for the interests of non-shareholder groups, but only insofar as that will in the end, albeit indirectly, be for the benefit of shareholders. Considering the ESV principle in s 172(1) which states that ‘(directors act) to promote the success of the company for the benefit of its members as a whole, and in doing so must have regard to (other interests)’ it is not difficult to find that the ESV principle does not practically extend the scope of this general doctrine in Hutton : the ultimate goal of directors prescribed by ESV is still the maximisation of benefits to shareholders and directors’ consideration of constituencies’ interests is still regarded as a means to achieve this ultimate objective. The establishment of the ESV approach in the 2006 company law regime certainly could not qualify as rapid progress towards the Continental stakeholder model, as the principle it advocates has already been acknowledged in English common law for more than a century.
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Company Law No. 31/1990, republished, as subsequently amended and supplemented (the Company Law );

Company Law No. 31/1990, republished, as subsequently amended and supplemented (the Company Law );

The minimum share capital of joint stock companies is of RON 90,000 (Company Law, Art.10 (1)). The Romanian Government may adjust, not more frequently than once every two years, the minimum level of the share capital, according to the exchange rate, so that this amount is the equivalent of EUR 25,000. Upon incorporation, each shareholder of a joint stock company must pay up at least 30% of the subscribed share capital, while the rest 70% may be paid within maximum 12 months as of the company registration date for the shares issued in exchange of cash contribution, or within maximum 24 months, for the shares issued in exchange of an in-kind contribution. The registered capital is represented by shares issued by the company, which may be either registered or bearer shares. Registered shares may be issued in both material and dematerialized form, in the latter case being registered in the account of the shareholder and in the shareholders registry. The face value of one share may not be less than RON 0.10.
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"Codification of Company Law: Taking Stock of the Companies Act 2006"

"Codification of Company Law: Taking Stock of the Companies Act 2006"

Key legislative developments establishing a foundational company law statutory struc- ture occurred in the mid-19th century and early 20th century. Nineteenth century leg- islation was largely facilitatory in keeping with the laissez-faire approach of the Victorian era. Against the backdrop of the Industrial Revolution, companies legislation provided the public company as a vehicle for large-scale capital investment in public companies to drive major industrial development. A major landmark was the enactment of the Joint Stock Companies Act 1844 which provided for incorporation by registration of a deed of settlement, while the Limited Liability Act 1855 introduced the concept of limited liability. The Joint Stock Companies Act 1856 introduced the modern corpo- rate governance framework in abolishing the deed of settlement and introducing the memorandum and articles of association as the constitutional documents of the com- pany. These various effects were consolidated in the Companies Act 1862. The private company was formally introduced by section 37 of the Companies Act 1907 although it had been informally recognized before then.
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FDI Companies and the Indian Company Law: Regulations vs  Disclosures

FDI Companies and the Indian Company Law: Regulations vs Disclosures

Further, there are a number of problems with the way data are being uploaded to the MCA website. It appears that there is no close scrutiny as to the contents of the filings. Conversion from XBRL to pdf is yet another issue. Also, the Director‟s Report should be self-contained. It should not refer to any other place in the document or schedule or notes. This is more relevant now in the context of the new Act demanding enhanced disclosures in the Board‟s Report. The contents should be defined precisely otherwise companies can interpret the provisions differently making cross-company comparisons meaningless. For instance, foreign exchange utilization should cover the details of all forms of outgo instead of merely the imports. ISID faculty was also associated with a background paper for the National Statistical Commission. 7 The Commission adopted the proposed Balance
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Company law and securities

Company law and securities

A “LLC” is a limited liability company. LLCs are not partnerships; rather, they are “hybrids” between a partnership and a corporation. Similar to partnerships, management is decentralised, there is flexibility with respect to distribution of profits, and ownership interests are generally not transferable. Unlike partnerships, but similar to corporations, owners of LLCs enjoy limited liability with respect to LLC obligations. LLCs are usually treated as partnerships for US tax purposes, meaning that LLC income and losses are usually recognised by their owners for tax purposes (eg, rather than first being recognised by the entity and then recognised by the owners when dividends are paid, as in the case of a corporation). However, a LLC can elect to be treated as a corporation for tax purposes. A registration must be lodged with the LLC’s State of organisation in order for the LLC to exist. A LLC is always an entity.
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AMENDMENTS TO INSURANCE COMPANY LAW OF 1921: EMERGENCY SERVICE SYSTEM BILLING

AMENDMENTS TO INSURANCE COMPANY LAW OF 1921: EMERGENCY SERVICE SYSTEM BILLING

that a donation will result in the donor not being billed directly for any payment as provided under this section. Notwithstanding this paragraph, an EMS agency may bill in accordance with subsection (d). A violation of this section shall be considered a violation of the act of December 17, 1968 (P.L.1224, No.387), known as the "Unfair Trade Practices and Consumer Protection Law." (f) Claims paid under this section shall be subject to section 2166.

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The internationalisation of FairShares model : where agency meets structure in US and UK company law

The internationalisation of FairShares model : where agency meets structure in US and UK company law

solidarity economy (Baudhardt, 2014; Sahakian and Dunand, 2015; RIPESS, 2015). It advances a new, more open, form of co-operativism that challenges ‘ old co - operativism ’ over the framing of the common bond (Cruz, 2005; Vieta, 2010; Conaty and Bollier, 2015; Ridley-Duff, 2015a). This is followed by a section on methodology which sets out how I studied changes made by entrepreneurs to FSM model rules to answer the research question ‘ what factors are infl uenc- ing early adopters of the FairShares Model ? ’ Following a process of naturalistic inquiry, I listed changes made to model FairShares Articles of Association then interviewed company founders about the changes they made. This is presented in two sets of fi ndings: a rich picture of the way social entrepreneurs adapt the FSM to the legal contexts of the UK and US, and; a conceptualisation of the dialectical relationship between social entrepreneurial agents and institutional structures. I conclude that these fi ndings have a wider relevance as they explicate agency-structure dynamics during the formation of innovative social enterprise models.
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Structure and Role of the Board of Directors according to the Company Law of Jordan: The Need for Revision Bashar H. Malkawi*

Structure and Role of the Board of Directors according to the Company Law of Jordan: The Need for Revision Bashar H. Malkawi*

In the event the company enters into the insolvency process, and if the receiver or liquidator forms the opinion that a director has, among other acts, breached any duty owed to the company, then a motion may be made to the court to require the director to make any contributions to the company’s assets that the court thinks proper in the circumstances. 49 Penalties such as a caution or warning are not available. However, criminal penalties are provided for breach. A director may be held criminally liable and subject to a fine of Jordanian Dinar 1000 to Jordanian Dinar 10000 ($ 26 to $ 13,000) and one to three years in jail. 50
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On the Way to US-Style Hostile Tender Offers in Germany? - The European Attempt to Harmonize the Takeover Law and Its Impact on German Company Law

On the Way to US-Style Hostile Tender Offers in Germany? - The European Attempt to Harmonize the Takeover Law and Its Impact on German Company Law

tion of the members of the board of management is concerned, the Stock Corporation Act provides that the supervisory board shall determine the aggregate compensation[r]

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2nd directive: company law  Information Memo P 95/76, December 1976

2nd directive: company law Information Memo P 95/76, December 1976

fhe Council hat adoptedl the Corilniesionrs second proposal for a directive on taw 1 conc6rnfng the fornation .of public conpa.niesr ild the naintenarce and alternation of their capital.[r]

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