Suchergebnisse

Maģistra darba mērķis ir noskaidrot Komerclikumā nostiprinātā sabiedrību pārrobežu apvienošanas institūta problemātiku, galveno uzmanību veltot direktīvas 2005/56/EK par sabiedrību pārrobežu apvienošanu normu pārņemšanai nacionālajos tiesību aktos. Zinātniskā darba ietvaros tiek aplūkota sabiedrību pārrobežu apvienošanas institūta vēsturiskā attīstība, analizēts sabiedrību pārrobežu apvienošanas institūts starptautisko privāto tiesību kontekstā, kā arī noskaidrots atsevišķu tiesību subjektu - kreditoru, dalībnieku un darbinieku interešu aizsardzības pasākumu kopums pārrobežu apvienošanas procesā. Tāpat darbā uzmanība tiek veltīta sabiedrību pārrobežu apvienošanas procesa aplūkošanai, atsevišķi analizējot tādus procesa posmus kā reorganizācijas līguma noslēgšana, reorganizācijas prospekta sagatavošana, lēmuma par reorganizāciju pieņemšana un pārrobežu apvienošanas reģistrācija. ; On April 26th, 2008 Latvian Parliament adopted the amendments of the Commercial Law, allowing limited liability company registred in Latvia to merge with another limited liability company established in accordance with regulatory enactments of the European Union Member States. These amendments of Commercial Law were based on directive 2005/56/EC on cross-border mergers adopted by the Council of the European Union on October 26th, 2005. The goal of this thesis is to explore the transpositon of the directive 2005/56/EC into Commercial Law. In the beginning of the thesis, the author offers to analyze two events which promoted the cross border merger of limited liability companies - the judgment of the European Union Court of Justice of December 13th, 2005 (case SEVIC System AG) and the directive 2005/56/EC. The first event allows to study cross border reorganization process in a context of freedom of establishment. The harmonization process of national rules in EU member states is the second event to be viewed. Since the cross border merger process contains cross border element, the determination of the nationality of companies participating in the cross border reorganization is a significant question in the context of the conflict of laws. Nationality of the companies can be determined by the reference to the statutory seat or real seat theories. Because of the fact that the cross border merger subjects are companies registered in the different European Union member states, the author of this thesis clarifies applicable laws to the merger process. Cross border merger influences creditors', minority shareholders' and employees' interests. As the national legislators are required to ensure appropriate protection of those interests, the thesis analyzes whether Latvian legislator has reached the balance between the interests of the subjects and companies' rights to implement the cross border merger. Cross border merger process consists of four main steps: Firstly, the management of each of the merging companies shall draw up the common draft terms of cross-border merger known as reorganization agreement. Secondly, the management of the merging companies is required to draft the cross border merger report known as reorganization prospectus explaining all legal and economic aspects of the cross-border merger to shareholders. Thirdly, the shareholders have to approve common draft terms at the meeting of shareholders. The final step is the registration of cross-border merger in commercial register and its entry into effect. The thesis analyses all these steps, discovering problems and offering proposals how to improve the process of reorganization.

Shortly after the start of the new millennium, the Howard Federal Government in Australia was faced with a so-called "crisis" in medical indemnity insurance which may, in fact, have been due to corporate mismanagement. After a four-person review by a committee chaired by Justice Ipp (who currently serves as a justice on the New South Wales Court of Appeal), it agreed to subsidise the indemnity costs of Australian doctors but the quid pro quo was tort law reform legislation in Australian States. That raft of legislation significantly reduced the capacity of people (particularly patients) who were injured as a result of negligence to receive compensation. The new legislative scheme has been criticised as unjust in extra-curial speeches by senior judges involved in hearing civil litigation in Australia. A resulting hypothesis is that, in cases involving this legislative framework, judges might attempt to make it more just through interpretations enabling the recovery of reasonable damages by injured persons. In this column two such cases involving the Civil Liability Act 2002 (NSW) are discussed. The cases in question (Baker-Morrison v New South Wales [2009] Aust Torts Reports 81-999; [2009] NSWCA 35 and Amaca Pty Ltd v Novek [2009] Aust Torts Reports 82-001; [2009] NSWCA 50), though not involving negligence by medical practitioners, are presented as possible examples of judges enhancing justice in the application of this legislation. The importance is emphasised of judges in medical and other civil liability cases highlighting the hardships and inequities this legislation is found to create for injured people, as a necessary precursor to abolition of this scheme and its eventual replacement with a presumptively more equitable no-fault scheme for compensation, particularly for medically-induced injury in Australia.

This article focuses on Grotius's treatment of obligations arising from wrongdoing in his Inleidinge. The work has clear parallels with the natural law formulation of the same topic in De Jure Belli ac Pacis, and this article explores the extent of the similarities. It focuses on points of divergence, suggesting that the theoretical coherence of the natural law approach to obligations arising from wrongdoing was challenged primarily by extant legislative enactments. These provided either for region-specific doctrines, or rules that proved difficult to reconcile with the underlying principles of natural law, especially the primacy of fault. While much of the Inleidinge's treatment of liability arising from wrongdoing is consonant with Grotius' approach to the topic in De Jure Belli ac Pacis, these discrete points of dissimilarity serve as a reminder of the limits of theoretical accounts of private law.

Dubin and Rothwell (1990) use details of insurance premiums to develop a methodology for inferring the value to nuclear operators of the Price‐Anderson liability limit from but misinterpret the terms of the insurance contracts for which the premiums are paid. This leads them to overstate the subsidy due to the limit by a factor of between four and ten.

AbstractIn this paper, the performance of the common stock of Delaware and non‐Delaware firms is examined during the Delaware legislature's debate and approval of an amendment to the Delaware General Corporation Law permitting the elimination of director liability. In addition, stockholder returns surrounding the proxy and meeting dates for certain Delaware firms are examined. Results indicate that Delaware firms performed worse than non‐Delaware firms during the legislative period; however, strong differences between the two groups are not documented.

Social media and media platforms have fundamentally changed the traditional ways of social communication, expression and declaration, as well as access to information. The novelty and social significance of social media poses challenges that legislation can only follow after some delay. The speed of technological development outpaces the improvement of legal regulation, which, in the most necessary cases, tries to deal with the situation in a reactive manner. This study examines the trends and tendencies in the regulation of social media, focusing mainly on its responsibility and liability for user-uploaded content, for content removal and possible administrative or other interventions in the Visegrad states.

As public employers well know, the Fifth and Fourteenth Amendments to the United States Constitution guarantee due process to protect property interests associated with workers' legitimate expectations of continued employment. Equally well-established, although probably less often the subject of litigation, are the due process rights of public employees whose liberty interests, i.e., their right to be free of unwarranted professional stigma, are jeopardized by employer conduct. This paper analyzes several recent cases in which public employees charged liberty interest violations as a result of their employers' placing adverse information in their personnel files. Public sector employers should evaluate their exposure to liability for such claims and develop strategies to alleviate their risk as well as to carry out their responsibility to preserve the due process rights of employees.

The author considers the interrelationship between the legislative formalization of administrative responsibility and the acceptance or non-acceptance of the ethical and legal principle of transparency of power, understood as free access to information. The universality of the right to information is substantiated. The paper shows the transition of the legislation of various countries from the principle of secrecy of any information at the disposal of state bodies to the principle of transparency, considered as freedom of search, receipt and dissemination of information. This transition is shown in dynamics as going through several stages. The author considers various models of administrative responsibility adopted in various jurisdictions, mainly in European countries, in comparison with the American model. Their mutual influence is also taken into consideration. Much attention is paid to the need for the correct application of the principle of transparency. It is noted that the declarations underlying the new rules adopted recently cannot give real innovative effects if the reforms are not accompanied by changes in organizational structures and additional financial investments. At the same time, the completeness of the transition from the secrecy regime to the principle of transparency is determined by the legal traditions that have developed in different countries.

Introduction; P-J products; Purpose and objectives; Ownership of pinyon-juniper woodlands; Private; Forest service; Bureau of land management (BLM); Indian; State; Methodology and procedures; Programming approaches; Mathematical representation; Procedures and production activities; Legislative influences; Alternative model structures; Normative; Positive; Multiple objective linear programming; Maximum resource enhancement; Results and discussion; Multiple objective linear programming; Maximum enhancement; MOLP vs. maximum enhancement; Further research needs; References; Appendix A; Appendix B; Appendix C ; Bulletin containing general information on pinyon-juniper woodland type areas in New Mexico, and the issues surrounding the use and management of these areas.

The World Trade Organization was established in 1995 and the European Community and its Member States became thereby bound by an overwhelming number of international obligations in the field of international trade. The entering into force of the WTO Agreements has been followed by a flood of cases to the European Court of Justice where the applicants have attempted to challenge Community law provisions on the basis of the international obligations imposed on the Community by virtue of the provisions of the WTO Agreements and the decisions made in the framework of the WTO dispute settlement mechanism. The case law of the ECJ concerning the effect of WTO law in the Community legal order has been characterised by 'judicial self-restraint' and deference to the discretion of the political and executive institutions of the Community. As a general rule, the possibility of private parties to challenge Community measures on the basis of WTO law has been ruled out. Under some circumstances WTO provisions, however, may become available to private parties. The reluctance of the Court to let private parties to rely on WTO law may, however, sometimes lead to situations the acceptability of which can be questioned from the point of view of effective judicial protection of the rights of individuals. The transatlantic disputes concerning the banana import regime of the EC and the Community's ban on importation of beef from cattle treated with hormones are notorious. The WTO dispute settlement organs condemned the Community measures in the Bananas1 and Hormones2 cases but the EC failed to amend its legislation to comply with WTO law. As an European, one might to sympathise with the EC for protecting the health of its citizens and refusing to lift the ban on importation of hormone-treated meat. There is, however, more at stake than the respect of international commitments. The non-compliance by the Community also causes damage to private businesses operating within the Community. Most tangibly the consequences of the Community's WTO-illegal behaviour have affected the Community businesses that have suffered heavy losses in face of the retaliatory measures resorted to by the United States under the authorisation of the WTO Dispute Settlement Body (DSB). Article 288(2) EC provides that in the case of non-contractual liability, the Community shall be held liable for the damage caused by its institutions or by its servants in the performance of their duties. Recently, several actions for damages under this Article have been brought by private parties in order to claim compensation for the damage they have suffered due to the WTO-illegal behaviour of the Community. These cases are connected to the non-implementation of the international obligations imposed on the Community in the Bananas and Hormones cases by the WTO dispute settlement organs. Only a few of the cases have led to a judgement so far, and these are the first cases dealing with the issue of whether private entities can invoke WTO law in the context of actions for damages. These cases and their chances of success are the main subject of this article. The Court has rejected all the actions it has dealt with so far and the chances of success of the future actions do not seem very high. First, we are dealing with WTO law and the Court has been very reluctant to let private parties to rely on it. Second, it has been extremely rare that actions for damages under Article 288(2) EC have succeeded. The problem is, however, worth discussing. First of all, an Advocate General recently suggested that individuals should be allowed to rely on WTO law in liability actions under some circumstances where non-implementation by the Community of DSB decisions is involved3. The ECJ did not explicitly accept or reject such a suggestion but the question remains an open one. Moreover, there have recently been some signs of relaxation of the extremely strict criteria for Community liability.