Suchergebnisse

Building their paper around long-standing critics of the EU capital maintenance regime and the distribution rules thereof, the authors consider introducing additional instruments for creditor protection into Croatian company law, where special regard is paid to the 'solvency test'. Given the scope and aim of the EU Codification Directive, the paper seeks to find out whether and to what extent such a test could be introduced into Croatian law. The paper argues that the EU regime allows the introduction of the solvency test into Croatian law on public limited companies as a distribution test complementary to the two-fold 'balance sheet test' leaving, however, entirely to the Croatian legislator to decide about the place of the solvency test in private limited companies. Alongside the examination of legal sources and literature, the authors pursue their research by employing the systematic and teleological analysis of distribution rules under the Croatian Companies' Act. That act has already introduced the 'circumstances test' as a yardstick for the assessment of the validity of the decision to withhold dividend payment. After the introduction, the second part of the paper considers the concept of legal capital and provides an overview of potentially more efficient means of creditor protection. The third part analyses the Croatian legal capital regime, aiming at revisiting it in light of the solvency test. This part examines various solvency tests so as to decide which one could align with the Croatian distribution rules. The fourth part summarizes and concludes the paper.

Developments in EU Company Law show how EU Company Law has become more than just a set of market-driven rules focusing on overcoming legal barriers in cross-border investment. Non-binding guidelines on methodology for reporting non-financial information, combating discrimination on the grounds of gender by implementing the principle of equal treatment of men and women in matters of employment, proposal for a new legislation aiming at attaining a 40% objective of the under-represented sex in non-executive board-member positions in publicly listed companies are some of those initiatives. Several EU reports have stressed the positive impact of employee participation on companies' economic results, motivation and retention of employees. It is encouraging for stakeholders and the future of 'Social Europe' to see that the present European Company Mobility Package – tackling cross border conversions, mergers and divisions - takes an approach in favor of shareholders, employees and creditors. According to the European Economic and Social Committee, the new company law rules should make it easier for companies to merge, divide or move within the Single Market. New rules should ensure better protection of employees' rights and prevention of tax abuse. One may pose a question should the EU implement its social policies through EU Company Law. If so, which areas of EU Company Law should preserve (and enhance) social values? Could too much care for sustainability of social values eventually lead to non - sustainability of traditional company law?

In this paper authors have analysed development of legal and technical framework of interconnection of registries of company data at the level of the European Union. Analysis of sources of the European Union Law and case law of the Court of Justice of the European Union has led to the conclusion on importance of integration of registries of Member States of the European Union for affirmation of principle of transparency and development of freedom of establishment. Efforts made so far in this area of law have resulted in adoption of Directive (EU) 2012/17 on interconnection of central, commercial and companies' registries. The aim of the Directive is to create a framework for easier access to companies' data and to increase transparency. Amended provisions of Act on Court Register have been analysed, by which provisions of Directive (EU) 2012/17 have been implemented. Legal solutions which would contribute to overall integration of central register of financial data of Croatian Financial Agency into the system of interconnection of companies' registries are taken into consideration. ; peer-reviewed

Abstract
European company and financial law and regulation have been evolving over time along with business and financial practices. The resulting 'social licence' established by company and financial law and regulation aimed to balance the granted privileges of limited liability and share transferability with the corporate social contribution to economic development and employment. Recent transformations driven by shareholder value and financialisation have been challenging this balance of interests between stakeholders (including employees and shareholders) and society. The EU institutional framework may respond to these challenges by reaffirming the centrality of the enterprise as a going concern. On this basis, corporate accountability and responsibility may be enforced to make ongoing corporate affairs accountable and responsible for their contribution to economy and society. Ongoing corporate capacity to cope with social and environmental responsibilities may be assured along with the fair and sustainable remuneration of stakeholders, including shareholding investors, and a fair tax contribution. The EU institutional design and policy mix may be organised to respond to this comprehensive set of corporate dimensions. Here the most relevant fields to be reconsidered include: enterprise groups and corporate social responsibility; financial reporting and transparency; financial investment and asset management.