In the current economic situation, when increasing number of companies suffer loss and are in financially challenging situation, the issue of actual management`s responsibility thereof has become more topical than ever. Accordingly this article will further evaluate to what extent the management can be held liable for the company`s business, the means of that, as well as possibility to limit such liability.
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On 10.20.09, In CG key issues, By Zane Krecere
On 10.20.09, In CG key issues, By C.F. Tsai
Introduction
It is interesting to note that in any court case having a tangent shadow concerning corporate governance (CG), each party will assert its acts are just following the principles of CG so that it does not violate any applicable law. It is still more interesting to learn that although each party in a lot of such court cases alleges its compliance with the principles of CG, the various courts do not comment much on what CG means, which acts follow or violate principles of CG, how the spirits of CG could be presented, where the disputes over CG are, when CG shall be serious dealt with, whether a case is directed to a resolution of CG and/or whose assertion in respect of CG is viable. (more…)
On 10.20.09, In CG key issues, By Arthur Nitsevych
Introduction
In Ukraine only joint stock companies issue shares as securities. Other companies (for instance, LLCs or PLCs) cannot issue shares as securities. On 29 April 2009 the new Joint Stock Companies Law came into force providing two types of joint stock companies in Ukraine: public (that can have their shares listed at stock exchange) and private (their shares cannot be listed).
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On 09.30.09, In CG key issues, By James Woods
Introduction
Key issues in Canadian corporate governance are highlighted by the most recent case law on the tension between the directors’ duty to maximize the value of the corporation’s and the shareholders’ assets and their obligation to avoid eventual litigation. We begin by surveying the general principles of directors’ liability in the Canadian context, and then move on to illustrate a current topic of particular interest, which is the question of liability in the context of a change of control. (more…)
On 09.28.09, In CG key issues, By Maria Gwynn
Paraguay, long thought of a country of little corporate importance, is in fact coming into consideration for many business and commercial entrepreneurs thanks to the different advantages provided by the existing civil law system. (more…)
Recent corporate governance changes in Ireland – The Companies (Amendment) Act 2009 (“the 2009 Act”)
On 09.28.09, In CG key issues, By David Beattie
The 2009 Act was signed into effect by the President on 12th July 2009. It introduces important governance changes for all companies and particularly for those companies licensed as banks. (more…)
On 09.28.09, In CG key issues, By Fabio Cagnola
Despite the great importance of groups of companies in modern economic society, the Italian legislator has refrained for decades from enacting specific norms disciplining such entities.
This is probably due to the fact the Italian legislator has for a long time considered the group as an economic institute rather than a judicial one.
Only in recent years, given the role attained by the corporate group in the Italian economy, has the lawmaker enacted norms explicitly referring to the group. (more…)
On 09.28.09, In CG key issues, By Mireia Ferre
Spain has, in the recent years, shyly embraced Corporate Governance initiatives.
The Spanish path on Corporate Governance, started with the publication of a report by the Círculo de Empresarios, a Spanish association of businessmen, on November 12th 1996. The report showed, by subject, a series of ideas and proposals for a better running of Boards of Directors. (more…)
On 09.28.09, In CG key issues, By Manole Popa
In view of joining the European Union on January 1st 2007, at the end of 2006 the Romanian Company Law was substantially reformed in order to introduce the principles of corporate governance.
This paper is aimed at providing a brief overview of the corporate system of the Romanian joint stock companies, substantially reorganized, in the light of the new applicable rules. (more…)
On 09.28.09, In CG key issues, By John Elliott
Australia remains a country in which the courts are still a major determinant of the legal content of corporate governance standards. However, Australia has experienced a major shift in judicial philosophy over the last 20 years and that, in combination with the decline of the doctrine of precedent, has resulted in a very fluid set of judicially-determined corporate governance principles. (more…)
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The Blog is an initiative of DEHNEN.Lawyers in cooperation with the ABA Business Law Section Corporate Governance Committee, International Developments Subcommittee.
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Peter H. Dehnen is partner of DEHNEN.Lawyers, publisher of German Tax News and CEO of GermanBoardRoom.
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