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Forma kontroli nad korporacją jako czynnik wpływający na realizację celów spółki w świetle menedżerskiej teorii przedsiębiorstwa

100%
Malinowska D., Wieczorek A.
Prace i Materiały Wydziału Zarządzania Uniwersytetu Gdańskiego
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2011
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vol. 2
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issue 1
311-329
EN
The Marris model is classified among managerial theories of the firm. The essence of this concept is the thesis that the objective of corporation which is controlled by managers is to maximize the sustainable rate of demand for products and capital. The objective function defined in this way reflects the preferences of both managers and shareholders. This paper attempts to verify the model on the example of Polish public companies of electrical machinery industry. In addition, other aspects of Marris model have been evaluated in order to demonstrate whether the form of control over the corporation affects decisions regarding dividend policy, expenditure on R&D, financial management, strategy. On the one hand the results obtained did not confirm the principal thesis of the model, that the sustainable rate of demand is the objective function. At the same time it was demonstrated that the type of the majority shareholder affects the analysed aspects of the operation of corporation.
2

UZATVORENÁ OBCHODNÁ SPOLOČNOSŤ

80%
Janáč V.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2019
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vol. 102
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issue 5
411 – 423
EN
The paper deals with the concept of close corporation. Close corporation does not represent any specific type of corporation in Slovak commercial law. It represents a concept that essentially refers to a corporation, but at the same time it shows certain elements, which are more typical for a partnership. A closed corporation is always a privately held company with a high concentrated ownership structure and is not listed on a stock exchange. This fact then determines the setting of internal relations of corporate governance in a close company. In this paper we primarily focus on the characteristic features of a close company.
3

NA POMEDZÍ KOGENTNOSTI A DISPOZITÍVNOSTI KORPORAČNÉHO PRÁVA

80%
Šuleková Ž.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2014
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vol. 97
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issue 4
383 – 396
EN
Formation of a company is usually characterized by excessive formalism and lengthy process, mainly due to inevitable proper control of tailor-made articles of association by public authorities. Lately, several European states have been inspired by the British model of standardized articles of association which may provide for certain benefits. The benefits combine primarily the effect of simplifying and accelerating the process of company formation and the reduction of initial transaction costs. The main aim of this contribution is to analyze various tools of standardized company formation, identify and evaluate advantages and disadvantages of particular national model articles of association and examine the scope of contractual autonomy left to company founders initially (in the setting-up process) or ex post (after the registration of a company). Moreover, model articles of association are analyzed as optional or obligatory tools, and also as a result of autonomous system of mandatory and default rules, which do not need to correspond with the nature of legal regulation (e.g. possibility to transform default rule into mandatory rule within model articles of association). Furthermore, the author introduces possible solutions for the Slovak legal order.
4
Content available remote

Korporacje w warunkach kryzysu finansowego oraz spowolnienia gospodarczego

80%
Wąchol J.
Zarządzanie i Finanse
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2012
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vol. 4
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issue 2
365-379
EN
The paper presents the role of corporate governance and state authorities in management company at the time of economic crisis. Affirm, that the influence of state in economy is very important, but can be not too small and also not too large. In the refer underlined meaning of large corporations and corporate governance, presented World’s economic data, the models of corporate governance in the World and role of stakeholders (also state) in management of company. The necessity of building of economic regulations and institutional economy were marked too, for assurance of economic stability.
5

SIMPLY SPEAKING: CORPORATION (Potocznie: korporacja)

80%
Czarnecki J. S.
Organization and Management
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2009
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issue 4(138)
9-21
EN
The aim of the paper is to point to: common genetic code of the Corporation, similarity of resources Corporation use in their development, similarity of the ways these resources are used, and hermetic nature of the corporate world. Genetic code consists in: time, size, power over resources, and license. When growing, corporations apply work division and organization of capital. In both instances corporation returns to a starting point: individual employee and individual investor are the objects of interest. Nevertheless, corporate world is open for only those that passed a critical mass in their development as far as the production processes, motivation, quality and board professionalism are concerned. The Polish corporations do not belong to the club.
6

JSOU FUNDACE Z VENUŠE A KORPORACE Z MARSU? NĚKOLIK ÚVAH NAD PRONIKÁNÍM KORPORAČNÍCH PRVKŮ DO NADAČNÍHO PRÁVA

70%
Ronovská K.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2014
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vol. 97
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issue 4
405 – 416
EN
The „intrusion“ of corporate law into foundation law is subject to critical review in contemporary foreign scholar literature. Reflections of this issue can also be found even in the decision-making practice of the highest courts of neighbouring countries. They repeatedly expressed and emphasized the special role of the founders will (expressed in foundation deed), transferability of rights of founder etc. In this paper, this issue is addressed in the broader jurisprudential and internationally comparative context with a special regard to the new Czech Civil Code. Firstly, the author focuses on the differences between corporations and foundations. In contrast to corporations foundations do not have the supreme organ (like a general assembly) and therefore, most of the structural checks and balances are missing. However, founders are free to establish such bodies as well as other controlling mechanisms within the foundation deed. Subsequently, different approaches to penetration of corporate law elements into the foundation law in selected European countries are illustrated and compared with the approach chosen by the new Czech Civil Code (incl. the possibility to change the purpose of the foundation) that might appear unclear. Particular considerations about the acceptance and defensibility of the chosen approach are included in the conclusion.
7

ÚVAHY KE STATUSOVÝM LIMITŮM SMLUVNÍ PODSTATY KORPORACE

70%
Havel B.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2014
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vol. 97
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issue 4
377 – 382
EN
The author presents the thesis that private company law is per se of non-mandatory nature. (Mandatory) Limits are provided by the law by express prohibitions (incl. limits reflecting on good morals and public order). A corporation is a fictional organised entity defined and regulated by law. Its defining elements (“status”) are not always identical to the law relating to natural persons. The law relating to corporations follows the basic structural definition of the existence and organisation of a corporation, whereas the public interest upon regulation prevailed over the private autonomy. The author postulates the thesis that a violation of rules defining the status of corporation will lead to relative nullity of such legal act (voidability) and the reason and purpose of a mandatory norm has to be examined on a case by case basis questioning whether the relative nullity is always an appropriate and accurate solution.
8

OBCHODNÍ KORPORACE A SVÉPRÁVNOST

70%
Eichlerová K.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2014
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vol. 97
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issue 4
344 – 349
EN
This article deals with commercial corporations and the legal capacity to act by their own juridical acts. The provisions of the previous Czech Civil Code stated that legal persons have legal capacity during their existence. A similar provision doesn’t exist in the new Civil Code. The important question is whether the legal person, i.e. a commercial corporation, has or doesn‘t have legal capacity and whether a member of its statutory body is in the position of a classic representative (agent) or not. The author concludes that we cannot use the legal institution of legal capacity and legal incapacity for commercial corporations. The next conclusion is that a member of the statutory body is a representative sui generis and we cannot apply legal provisions regarding common representation (agency) to him/her automatically, but only subsidiary in case that the application isn’t excluded by provisions relating to legal persons.
9

ŽALOBA SPOLOČNÍKA V MENE SPOLOČNOSTI VOČI ŠTATUTÁRNEMU ORGÁNU (ACTIO PRO SOCIO) – DRUHÁ ČASŤ

61%
Gregorová Širicová Ľ.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2016
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vol. 99
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issue 6
501 – 524
EN
This paper is an analysis of the mechanism also known as actio pro socio (or derivative action). It is focused on the lawsuit brought by a shareholder of a corporation on its behalf to claim damages caused to the company by its director. The various names for that legal instrument, its doctrinal bases (reflective loss) and historical and comparative background are examined in the first chapter. The second chapter is focused on the conditions to bring actio pro socio according to the Slovak Commercial Code. We identified several question marks in the statutory provisions (changes in the person of the shareholder, changes in the person of the director, disposition with the claim). The third chapter deals with the effectivity of actio pro socio considering the low number of cases in the Slovak courts. Throughout the analysis we take into account the Czech recodification of private law as a possible inspiration for the readjustment of the actio pro socio in the Slovak recodification of private law.
10

ŽALOBA SPOLOČNÍKA V MENE SPOLOČNOSTI VOČI ŠTATUTÁRNEMU ORGÁNU (ACTION PRO SOCIO) – PRVÁ ČASŤ

61%
Gregorová Širicová L.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2016
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vol. 99
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issue 5
378 – 400
EN
This paper is an analysis of the mechanism also known as actio pro socio (or derivative action). It is focused on the lawsuit brought by a shareholder of a corporation on its behalf to claim damages caused to the company by its director. The various names for that legal instrument, its doctrinal bases (reflective loss) and historical and comparative background are examined in the first chapter. The second chapter is focused on the conditions to bring actio pro socio according to the Slovak Commercial Code. We identified several question marks in the statutory provisions (changes in the person of the shareholder, changes in the person of the director, disposition with the claim). The third chapter deals with the effectivity of actio pro socio considering the low number of cases in the Slovak courts. Throughout the analysis we take into account the Czech recodification of private law as a possible inspiration for the readjustment of the actio pro socio in the Slovak recodification of private law.
11

NĚKOLIK POZNÁMEK K PRÁVNÍ ÚPRAVĚ „REFLEXNÍ ŠKODY“ (PŘEDEVŠÍM) V PODMÍNKÁCH OBCHODNÍCH KORPORACÍ

61%
Dědič J., Lasák J.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2014
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vol. 97
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issue 4
350 – 360
EN
The new Civil Code has introduced the opportunity to seek so-called secondary damages, which were previously not recognized by Czech courts. Secondary damage is understood as harm suffered by members of a business corporation as a result of damage caused to the corporation by another member or director/officer. First, the authors refer to how difficult it is to define secondary damage in terms of the new civil law. They emphasize that the right to seek compensation for secondary damage (a member files a lawsuit on its own behalf) must be distinguished from so-called derivative claims (a member files a lawsuit on behalf of the corporation and acts as its statutory representative). They also point out particular problematic issues resulting from the new rules on secondary damage, e.g. in respect of secondary damage lawsuits pending simultaneously with primary damage lawsuits or an admission of secondary damage and the consequences thereof as regards the primary duty to compensate harm. Moreover, the authors outline other issues associated with the new Civil Code’s rules applicable to secondary damage and warn against “separating” secondary damage from primary damage since primary damage must exist in the first place before secondary damage can be sought.
12

GLOBAL VALUE CHAIN ADOPTABILITY IN ECONOMIC RESEARCH (A globalis erteklancelemzes alkalmazhatosaga a kozgazdasagi kutatasokban)

61%
Borbely T.
Tarsadalomkutatas (Social Science Research)
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2009
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vol. 27
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issue 1
73-92
EN
The successful participation in globalization is a key factor for today's nations and modern corporations. Integrity and participation in the global economy and international division of labour is a competitive advantage. The value chain analysis examines the corporations in a much broader perspective than the traditional constitutional methods. Corporations embedded in the society and institutional environment show a very complex linkage with their supplier, third-parties. This method is capable of describing these linkages around the modern corporations. The study shows the institutional economic background of the value chain research method, then shows all key factors: rent, governance and upgrading in the value chain. Defining the competencies is the key to identify the activities that provide the greatest benefit for the organization. Governance types describe patterns that show how a corporation organizes its activity from the production phase of a product until it enters the market. The goal is to identify those activities within the value chain that have the highest added value. Upgrading within the value chain can vary from process innovation to the movement to a new value chain. Case studies show that the value chain is built up of many different factors, and this can even vary within industries. The institutional environment of the country of origin and the receiver country, the characteristics and dynamics of the market, and the capabilities of the suppliers all influence the outcome.
13

SMLUVNÍ AUTONOMIE PŘI ORGANIZACI OBCHODNÍCH SPOLEČNOSTÍ

61%
Eliáš K.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2016
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vol. 99
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issue 3
171 – 185
EN
The author analyses among others the approach to the limits of autonomy in regulation of corporations in the Czech legal environment. He refers to two major factors that influence the mental tendencies to limit the freedom of the will in this respect. The first factor is the application of legal paradigms by non-democratic establishments during 50 years, where in particular so-called socialist law regarded the corporation regulation as mandatory. The second factor is a fascination by German stock law and the Satzungsstrenge doctrine, which the domestic practice, among others due to the permanent influence of the first factor on legal thinking, extended to cooperatives and limited liability companies. The new legislation, i.e. the Civil Code and the Corporation Law adopted in 2012, may motivate to abandonment of this “path dependence” in the practice of the Czech Republic. Time will show whether it actually happens. In this context the author highlights the role of legal science in the cultivation of legal thinking.
14

Prawo właściwe dla grupy spółek

51%
Błaszczyk P.
Kwartalnik Prawa Prywatnego
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2011
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vol. 20
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issue 1
59-113
EN
This paper analyzes the problem concerning the law applicable to the corporate groups. The main purpose of the article is to establish the conflict of law rule applicable to the legal relations between companies within the corporate group. The concept of groups of companies is defined as an association of two or more companies dominated by a single entity. Polish law does not provide for comprehensive regulation in this subject. However, corporate groups - factual and contractual - are business reality and create numerous legal problems, which are currently solved on ground of the existing provisions of polish civil and commercial code. Especially problematic is the legal status of transnational groups of companies. The question is, whether internal relations in such groups should be regulated by the law applicable to the dominant company, the law of its subsidiaries or the law applicable to the whole group. Another possible solution is to consider polish civil and commercial code provisions as overriding mandatory rules. Due to the fact that in the polish doctrine there is contemporarily a wide discussion about the future polish regulations dealing with corporate groups, it is very important to present that subject also in the light of private international law.
15

TEÓRIA SPOLOČNOSTI V TRIÁDE ROZHODNUTÍ DAILY MAIL, CARTESIO A VALE – SPOLOČNOSŤ AKO FIKCIA, NEXUS KONTRAKTOV ALEBO REÁLNA OSOBA?

51%
Patakyová M., Czokolyová B.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2015
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vol. 98
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issue 1
3 – 21
EN
Search for an answer to a basic question „What is a corporation?“ is still alive. It is highly questionable whether it is even possible to formulate a clear answer to this question as the role of corporations in society changes. Aim of this article was to provide the reader with a debate on the nature of the corporation in connection with the cross-border transfer of a company’s seat. The jurisprudence of the Court of Justice of the European Union in the cases Daily Mail, Cartesio and VALE was analysed through lances of the three main theories of the corporations – fiction theory, contractual theory and realist theory. Wording of the Court of Justice of the European Union in the case Daily Mail can be claimed to favour the fiction theory as the Court of Justice describes corporations as “creatures of national law” which goes in line with the classic definition of corporation as persona ficta by John Marshall. The same approach of the Court of Justice of the European Union was repeated in the case Cartesio. However, in this case new line of debate about the nature of corporations was opened. If the corporation decides to change its seat and at the same time the applicable law, the home state cannot require dissolution and liquidation of this company. In this situation corporation is transferring some “aura”, which is independent from the regulation of the home state under which the corporation was created. Such perception of corporation will fit into the realist theory of corporation as company will be considered to be a separate entity. Similar view on the nature of corporation can be detected in the case VALE. When the company VALE Építési kft required to be recorded into the Hungarian commercial register in time when VALE Costruzioni Srl, as predecessor of VALE Építési kft, was already deleted from the Italian commercial register. Thus by de lege lata analyses it could be claimed that company VALE Costruzioni Srl does not exist anymore. The Court of Justice however does not follow such argumentation and considers VALE Costruzioni Srl enough alive to be able to transfer to Hungary. From such approach we can claim that Court of Justice of the European Union follows realist theory of corporation in this judgement as it considers the existence of VALE to be independent from the home state regulation and its shareholders.
16

MAJETKOPRÁVNÍ SAMOSTATNOST KAPITÁLOVÉ OBCHODNÍ SPOLEČNOSTI A VYBRANÉ ASPEKTY OCHRANY JEJÍCH VĚŘITELŮ

51%
Černá S.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2014
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vol. 97
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issue 4
333 – 343
EN
Proprietary separation of the capital companies from their members is one of the consequences of their legal personality. The fact that the company’s property and the property of the members exist as two separate entities has ambivalent consequences for creditors. Positive is that it prevents the members of the company from using the company’s property to pay their own debts, negative is that it takes away from the creditors the possibility to satisfy their title from the property of its members. The protective institutes of the Civil Code, both the special provisions of protective character (ss. 630 (2), 1315 (3), 1963 and following, ss. 2629 (2), 2898 of the act no. 89/2012, the Civil Code) and the general clauses (s. 3 and s. 433 of the Civil Code) are applicable in order to protect the creditor who is the weaker party. Also the Company Act contains provisions of protective character. In the widest meaning, it is the regulation that a company should have its “starting” capital and that it should not distribute this and other property which will be produced among the members of the company at the expense of paying its debts to the creditors. The protection of creditors in narrower sense and with greater protective potential is provided by the provisions of the company law which enable the creditors to satisfy their claims from the property of the members of the bodies of the company (if they breached their duty of care and fiduciary duty) or of the members of the company (if they breached their duty of loyalty). The liability has penal character and arises from the law or from a decision of a court. The text considers in particular also the consequences of non compliance with the balance-sheet test and the test of solvency which are new institutes of the Czech company law.
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