Pub Date : 2018-12-01DOI: 10.22598/iele.2018.5.2.1
Alessio Bartolacelli
In this paper, I consider the digital tools present in the European Company law currently in force, and those that have been proposed in several occasions and by different bodies during the last fifteen years. I will focus in particular on the European Commission’s Proposal issued on April 25th, 2018, showing that it does not provide a comprehensive and innovative framework on digitalization in Company Law. On the contrary, its main purpose is to suggest the introduction of a harmonized system of online registration for companies throughout Europe, directly descending from the last available version of the repealed Proposal for the amendment of Single-Member companies directive. Such a procedure, nonetheless, is dealing just partially with Company Law, as it involves a public procedure, usually part of administrative law, and, even more meaningfully, it needs to develop a role for notaries where the intervention of such subjects is required by domestic law. Furthermore, besides highlighting the momentous role the domestic registers and the business registers’ interconnection system have achieved in the European Company Law, I will discuss some points in the latest Proposal and its Annex that seem to need a reconsideration.
{"title":"A NEW (?) FRAMEWORK (?) ON DIGITALIZATION IN EUROPEAN (?) COMPANY (?) LAW?","authors":"Alessio Bartolacelli","doi":"10.22598/iele.2018.5.2.1","DOIUrl":"https://doi.org/10.22598/iele.2018.5.2.1","url":null,"abstract":"In this paper, I consider the digital tools present in the European Company law currently in force, and those that have been proposed in several occasions and by different bodies during the last fifteen years. I will focus in particular on the European Commission’s Proposal issued on April 25th, 2018, showing that it does not provide a comprehensive and innovative framework on digitalization in Company Law. On the contrary, its main purpose is to suggest the introduction of a harmonized system of online registration for companies throughout Europe, directly descending from the last available version of the repealed Proposal for the amendment of Single-Member companies directive. Such a procedure, nonetheless, is dealing just partially with Company Law, as it involves a public procedure, usually part of administrative law, and, even more meaningfully, it needs to develop a role for notaries where the intervention of such subjects is required by domestic law. Furthermore, besides highlighting the momentous role the domestic registers and the business registers’ interconnection system have achieved in the European Company Law, I will discuss some points in the latest Proposal and its Annex that seem to need a reconsideration.","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"11 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"88733951","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-12-01DOI: 10.22598/iele.2018.5.2.11
Eneless Nyoni, T. Hart
The focus of this paper is to analyze the effects of shareholder primacy governance on creditors, the characteristics of the firm, and how creditors can protect themselves. The governance of the firm is legally vested on directors and the law places on them specific duties requiring them to act in a certain way to promote the success of the company. The governance of the firm has evolved to be known as corporate governance. The mode of corporate governance such as the shareholder oriented governance and the characteristics that come with the firm (legal personality and limited liability) have negative implications on creditors. Shareholder primacy model of corporate governance seems to find its support from the Companies Act so does limited liability which limits the liability of the Members to the subscribed shares. Legal personality of the firm means that the firm is a juristic person with rights and obligations of a natural person in that it can own its own property. The presence of limited liability brings about the shareholder primacy model of governance. The problem is not the shareholders but the foundation on which they find there protection which is the law. With the presence of the above concepts, the implication on creditors is higher risk. This paper argues that if creditors’ interests are taken into account from inception, creditors will be better protected as they would be an ongoing concern for the company. Although the law provides circumstances when the corporate veil can be pierced as a mechanism to protect creditors, it is argued in this paper that clear and concise rules must be put in place as to when the veil can be pieced. * Post graduate researcher at University of Huddersfield; Eneless.Nyoni@hud.ac.uk ** Principle lecturer, School of Law University of Huddersfield; T.S.Hart@hud.ac.uk Intereulaweast, Vol. V (2) 2018 310 This paper contributes to literature on the protection of creditors in light of limited liability and within corporate governance. It also makes recommendations to change the law thereby contributing to policy makers to include creditors when governing the firm. The article uses the doctrinal approach to analyze the law on the protection of creditors by a critical examination of the section 172(1) and section 830 of the Companies Act.
{"title":"THE CONCEPT OF LIMITED LIABILITY AND THE PLIGHT OF CREDITORS WITHIN CORPORATE GOVERNANCE AND COMPANY LAW: A UK PERSPECTIVE","authors":"Eneless Nyoni, T. Hart","doi":"10.22598/iele.2018.5.2.11","DOIUrl":"https://doi.org/10.22598/iele.2018.5.2.11","url":null,"abstract":"The focus of this paper is to analyze the effects of shareholder primacy governance on creditors, the characteristics of the firm, and how creditors can protect themselves. The governance of the firm is legally vested on directors and the law places on them specific duties requiring them to act in a certain way to promote the success of the company. The governance of the firm has evolved to be known as corporate governance. The mode of corporate governance such as the shareholder oriented governance and the characteristics that come with the firm (legal personality and limited liability) have negative implications on creditors. Shareholder primacy model of corporate governance seems to find its support from the Companies Act so does limited liability which limits the liability of the Members to the subscribed shares. Legal personality of the firm means that the firm is a juristic person with rights and obligations of a natural person in that it can own its own property. The presence of limited liability brings about the shareholder primacy model of governance. The problem is not the shareholders but the foundation on which they find there protection which is the law. With the presence of the above concepts, the implication on creditors is higher risk. This paper argues that if creditors’ interests are taken into account from inception, creditors will be better protected as they would be an ongoing concern for the company. Although the law provides circumstances when the corporate veil can be pierced as a mechanism to protect creditors, it is argued in this paper that clear and concise rules must be put in place as to when the veil can be pieced. * Post graduate researcher at University of Huddersfield; Eneless.Nyoni@hud.ac.uk ** Principle lecturer, School of Law University of Huddersfield; T.S.Hart@hud.ac.uk Intereulaweast, Vol. V (2) 2018 310 This paper contributes to literature on the protection of creditors in light of limited liability and within corporate governance. It also makes recommendations to change the law thereby contributing to policy makers to include creditors when governing the firm. The article uses the doctrinal approach to analyze the law on the protection of creditors by a critical examination of the section 172(1) and section 830 of the Companies Act.","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"50 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"78276815","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-12-01DOI: 10.22598/IELE.2018.5.2.3
Hrvoje Markovinović, Antun Bilić
This paper observes the transfer of a company seat to a different Member State as an expression of the EU freedom of establishment. The reason for such analysis is the recent and somewhat controversial “Polbud” decision. The Court decided that a company enjoys the freedom of establishment to transfer its registered seat to another Member State despite the fact that it will not perform any economic activity there. In addition, the Court held that the mandatory liquidation of a company goes beyond what is necessary to protect the legitimate interests of minority shareholders, creditors, and employees. The paper scrutinizes both findings. A special attention is devoted to the role of an actual economic activity for the notion of the freedom of establishment. The paper arrives to the conclusion that, along with the freedom to actually perform economic activity, the freedom of establishment includes the freedom to use all national legal forms suitable for performing of an economic activity. As to the second finding, although it is possible that the mandatory liquidation indeed goes beyond necessary, the Court failed to demonstrate that this was the case.
{"title":"THE TRANSFER OF A COMPANY SEAT TO A DIFFERENT MEMBER STATE IN THE LIGHT OF THE RECENT „POLBUD“ DECISION","authors":"Hrvoje Markovinović, Antun Bilić","doi":"10.22598/IELE.2018.5.2.3","DOIUrl":"https://doi.org/10.22598/IELE.2018.5.2.3","url":null,"abstract":"This paper observes the transfer of a company seat to a different Member State as an expression of the EU freedom of establishment. The reason for such analysis is the recent and somewhat controversial “Polbud” decision. The Court decided that a company enjoys the freedom of establishment to transfer its registered seat to another Member State despite the fact that it will not perform any economic activity there. In addition, the Court held that the mandatory liquidation of a company goes beyond what is necessary to protect the legitimate interests of minority shareholders, creditors, and employees. The paper scrutinizes both findings. A special attention is devoted to the role of an actual economic activity for the notion of the freedom of establishment. The paper arrives to the conclusion that, along with the freedom to actually perform economic activity, the freedom of establishment includes the freedom to use all national legal forms suitable for performing of an economic activity. As to the second finding, although it is possible that the mandatory liquidation indeed goes beyond necessary, the Court failed to demonstrate that this was the case.","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"252 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"75879317","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-12-01DOI: 10.22598/IELE.2018.5.2.4
Ivan Tot
In the European financial markets, the most common types of collateralised transactions are classic repos, sell/buy-backs and securities loans. In them all, financial collateral is provided under the title transfer method: in order to grant the collateral taker with a general right of disposal of collateral, the full legal title to financial collateral is transferred to the collateral taker. The title transfer financial collateral arrangements had prevailed in the European financial markets before the adoption of the Financial Collateral Directive (‘FCD’), and they remained dominant after its transposition into the laws of EU Member States. One of the aims of the FCD is to eliminate the so-called recharacterisation of such arrangements as security interests. The FCD is not quite clear on whether its provisions on title transfer financial collateral arrangements are concerned only with the full outright transfers of title or should they also be applied to fiduciary transfers of title. As the fiduciary transfer of title is in substance a form of a security interest, it should not be covered under the notion of title transfer financial collateral arrangement. The ambiguity of the notion of title transfer financial collateral arrangement has spilled over into laws of a couple of Members States, as for instance in the Croatian law. This paper argues that Croatian law extends the scope for possible recharacterisation of title transfer financial collateral arrangements, instead of eliminating the risk of recharacterisation of such arrangements as arrangements creating a security interest in the collateral.
{"title":"THE RISK OF RE-CHARACTERIZATION OF TITLE TRANSFER FINANCIAL COLLATERAL ARRANGEMENTS","authors":"Ivan Tot","doi":"10.22598/IELE.2018.5.2.4","DOIUrl":"https://doi.org/10.22598/IELE.2018.5.2.4","url":null,"abstract":"In the European financial markets, the most common types of collateralised transactions are classic repos, sell/buy-backs and securities loans. In them all, financial collateral is provided under the title transfer method: in order to grant the collateral taker with a general right of disposal of collateral, the full legal title to financial collateral is transferred to the collateral taker. The title transfer financial collateral arrangements had prevailed in the European financial markets before the adoption of the Financial Collateral Directive (‘FCD’), and they remained dominant after its transposition into the laws of EU Member States. One of the aims of the FCD is to eliminate the so-called recharacterisation of such arrangements as security interests. The FCD is not quite clear on whether its provisions on title transfer financial collateral arrangements are concerned only with the full outright transfers of title or should they also be applied to fiduciary transfers of title. As the fiduciary transfer of title is in substance a form of a security interest, it should not be covered under the notion of title transfer financial collateral arrangement. The ambiguity of the notion of title transfer financial collateral arrangement has spilled over into laws of a couple of Members States, as for instance in the Croatian law. This paper argues that Croatian law extends the scope for possible recharacterisation of title transfer financial collateral arrangements, instead of eliminating the risk of recharacterisation of such arrangements as arrangements creating a security interest in the collateral.","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"30 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"87455560","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-12-01DOI: 10.22598/IELE.2018.5.2.2
Hanne Søndergaard Birkmose
Corporate governance discussions in Europe on shareholders’ rights have increasingly been replaced by discussions on shareholders’ duties. This trend is reflected in company and capital markets law, where shareholders increasingly are imposed duties towards investee companies. For example, the legalization of shareholders’ duties was a key element in the EU Commission’s amendment to the Shareholder Rights Directive in 2017 (Directive 2017/828). A key to this transformation is shareholder accountability, in particular in relation the share ownership of institutional investors. Thus, the transformation bodes a break with an embedded perception according to which the relationship between shareholders and the investee company reflects a private ordering at the center of the European corporate governance model. The increased focus on shareholder accountability emphasizes the societal aspect of share ownership and, more generally, the interest that society holds in public limited liability companies. On the basis of a discussion of the amended Shareholder Rights Directive and the possible implications of this transformation, the paper concludes is that it is questionable whether shareholders can serve as a reliable vehicle for transformation of company law towards a more sustainable framework.
{"title":"FROM SHAREHOLDER RIGHTS TO SHAREHOLDER DUTIES – A TRANSFORMATION OF EU CORPORATE GOVERNANCE IN A SUSTAINABLE DIRECTION?","authors":"Hanne Søndergaard Birkmose","doi":"10.22598/IELE.2018.5.2.2","DOIUrl":"https://doi.org/10.22598/IELE.2018.5.2.2","url":null,"abstract":"Corporate governance discussions in Europe on shareholders’ rights have increasingly been replaced by discussions on shareholders’ duties. This trend is reflected in company and capital markets law, where shareholders increasingly are imposed duties towards investee companies. For example, the legalization of shareholders’ duties was a key element in the EU Commission’s amendment to the Shareholder Rights Directive in 2017 (Directive 2017/828). A key to this transformation is shareholder accountability, in particular in relation the share ownership of institutional investors. Thus, the transformation bodes a break with an embedded perception according to which the relationship between shareholders and the investee company reflects a private ordering at the center of the European corporate governance model. The increased focus on shareholder accountability emphasizes the societal aspect of share ownership and, more generally, the interest that society holds in public limited liability companies. On the basis of a discussion of the amended Shareholder Rights Directive and the possible implications of this transformation, the paper concludes is that it is questionable whether shareholders can serve as a reliable vehicle for transformation of company law towards a more sustainable framework.","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"499 ","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.22598/IELE.2018.5.2.2","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"72433925","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-12-01DOI: 10.22598/IELE.2018.5.2.10
R. Savva
The 2017 Shareholder Rights Directive has paved the way towards adopting a model where shareholder power can be used as an accountability mechanism in European corporate governance by amending the 2007 Shareholder Rights Directive to encourage active shareholder participation. This model can ensure good governance practices, but practical implications can challenge its effectiveness. This paper seeks to outline the merits and the challenges this model must overcome to be effective. The Directive manifests EU corporate law’s adoption of a model where shareholders power is used to confer accountability in corporate governance. Despite the model’s merits, there are implications that may impede its effectiveness. Firstly, several problems related to agency capitalism and the establishment of collective action, such as participation costs, disclosure of information; free-riding and incentives of exercising shareholder rights can significantly affect proper shareholder engagement. Secondly, another implication is found on shareholder short-termism and the basis on which shareholder power is to be exercised to confer accountability. Though the Directive addresses these issues to some extent, the appropriate consideration of all issues of these implications is paramount. As such, the Directive is only the starting point towards the facilitation of shareholder power act as an accountability mechanism.
{"title":"SHAREHOLDER POWER AS AN ACCOUNTABILITY MECHANISM: THE 2017 SHAREHOLDER RIGHTS DIRECTIVE AND THE CHALLENGES TOWARDS ENHANCING SHAREHOLDER RIGHTS","authors":"R. Savva","doi":"10.22598/IELE.2018.5.2.10","DOIUrl":"https://doi.org/10.22598/IELE.2018.5.2.10","url":null,"abstract":"The 2017 Shareholder Rights Directive has paved the way towards adopting a model where shareholder power can be used as an accountability mechanism in European corporate governance by amending the 2007 Shareholder Rights Directive to encourage active shareholder participation. This model can ensure good governance practices, but practical implications can challenge its effectiveness. This paper seeks to outline the merits and the challenges this model must overcome to be effective. The Directive manifests EU corporate law’s adoption of a model where shareholders power is used to confer accountability in corporate governance. Despite the model’s merits, there are implications that may impede its effectiveness. Firstly, several problems related to agency capitalism and the establishment of collective action, such as participation costs, disclosure of information; free-riding and incentives of exercising shareholder rights can significantly affect proper shareholder engagement. Secondly, another implication is found on shareholder short-termism and the basis on which shareholder power is to be exercised to confer accountability. Though the Directive addresses these issues to some extent, the appropriate consideration of all issues of these implications is paramount. As such, the Directive is only the starting point towards the facilitation of shareholder power act as an accountability mechanism.","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"21 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"81824068","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-12-01DOI: 10.22598/IELE.2018.5.2.6
N. Bodiroga-Vukobrat, Ana Pošćić, Adrijana Martinović
Freedom to provide services is one of the cornerstones of the EU internal market. Facilitated by the digital technologies, new and innovative service markets are emerging. However, innovations often bump into existing obstacles. Whether constrained by inadequate regulatory environment, or opposition from existing service providers in the market, the fact remains that ‘old economy’ is not ready for innovation. The free movement of services is not so ‘free’ when it is about services in a non-harmonised field or when the particular type of service is for some reason awarded a ‘special’ status in primary or secondary EU law. The services in the field of transport, for example, fall under the EU’s competences in the field of common transport policy and their provision is still, to a large extent, left to the regulation at the Member States’ level. The problem arises when innovative services, such as those associated with ICT and digital economy, are labelled as and moulded into existing services, because there is simply no appropriate regulatory framework to recognise their innovativeness. This paper will analyse and critically evaluate the legal challenges of service provision in the online platform economy and offer possible guidelines for the creation of a suitable legal framework for their operation
{"title":"‘OLD ECONOMY’ RESTRICTIONS IN THE DIGITAL MARKET FOR SERVICES","authors":"N. Bodiroga-Vukobrat, Ana Pošćić, Adrijana Martinović","doi":"10.22598/IELE.2018.5.2.6","DOIUrl":"https://doi.org/10.22598/IELE.2018.5.2.6","url":null,"abstract":"Freedom to provide services is one of the cornerstones of the EU internal market. Facilitated by the digital technologies, new and innovative service markets are emerging. However, innovations often bump into existing obstacles. Whether constrained by inadequate regulatory environment, or opposition from existing service providers in the market, the fact remains that ‘old economy’ is not ready for innovation. The free movement of services is not so ‘free’ when it is about services in a non-harmonised field or when the particular type of service is for some reason awarded a ‘special’ status in primary or secondary EU law. The services in the field of transport, for example, fall under the EU’s competences in the field of common transport policy and their provision is still, to a large extent, left to the regulation at the Member States’ level. The problem arises when innovative services, such as those associated with ICT and digital economy, are labelled as and moulded into existing services, because there is simply no appropriate regulatory framework to recognise their innovativeness. This paper will analyse and critically evaluate the legal challenges of service provision in the online platform economy and offer possible guidelines for the creation of a suitable legal framework for their operation","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"14 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"77669242","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-12-01DOI: 10.22598/iele.2018.5.2.5
Hana Horak, Kristijan Poljanec
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? * Professor at Law Department, Faculty of Economics and Business, University of Zagreb; hhorak@efzg.hr ** Teaching and Research Assistant, Law Department, Faculty of Economics and Business, University of Zagreb; kpoljanec@efzg.hr Intereulaweast, Vol. V (2) 2018 152
欧盟公司法的发展表明，欧盟公司法已不仅仅是一套以市场为导向的规则，重点是克服跨境投资中的法律障碍。关于报告非财务信息方法的不具约束力的指导方针，通过在就业问题上实施男女平等待遇原则来打击基于性别的歧视，提出一项旨在实现上市公司非执行董事会成员职位中性别代表性不足的比例达到40%的目标的新立法建议，这些都是其中的一些举措。欧盟的几份报告强调了员工参与对公司经济业绩、员工积极性和员工留任的积极影响。对于利益相关者和“社会欧洲”的未来来说，看到目前的欧洲公司流动性一揽子计划——解决跨境转换、合并和分立——采取了有利于股东、员工和债权人的方法，这是令人鼓舞的。根据欧洲经济和社会委员会(European Economic and Social Committee)的说法，新的公司法规则应该会让公司在单一市场内合并、拆分或迁移变得更容易。新规定应确保更好地保护雇员的权利，防止滥用税收。人们可能会提出一个问题，欧盟是否应该通过欧盟公司法来实施其社会政策。如果是这样，欧盟公司法的哪些领域应该保护(并提高)社会价值?过分关注社会价值的可持续性是否最终会导致传统公司法的不可持续性?*萨格勒布大学经济和商业学院法律系教授;hhorak@efzg.hr **萨格勒布大学经济与商业学院法律系教研助理;kpoljanec@efzg.hr互联网信息技术，Vol. 5 (2) 2018
{"title":"RECENT DEVELOPMENTS IN EUROPEAN COMPANY LAW: A WAY FORWARD TO MORE SOCIAL EUROPE?","authors":"Hana Horak, Kristijan Poljanec","doi":"10.22598/iele.2018.5.2.5","DOIUrl":"https://doi.org/10.22598/iele.2018.5.2.5","url":null,"abstract":"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? * Professor at Law Department, Faculty of Economics and Business, University of Zagreb; hhorak@efzg.hr ** Teaching and Research Assistant, Law Department, Faculty of Economics and Business, University of Zagreb; kpoljanec@efzg.hr Intereulaweast, Vol. V (2) 2018 152","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"55 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"88465454","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-06-01DOI: 10.22598/IELE.2018.5.1.6
I. Kovač, I. Novak, Dunja Brezović
This paper explains the reasons for loyalty programs emergence in retail and their significance to retailers and buyers, as well as the components they consist of. Subsequently, customers’ attitudes on these loyalty programs components on the fast moving consumer goods (FMCG) market in Croatia have been analyzed. Aim of the study was to explore the antecedents of loyal customers and therefore only those respondents who participated in at least one loyalty programs were used for testing the research question of the paper. The results of the conducted research undoubtedly show that, customers appreciate the simplicity in loyalty programs and ask for their transparency. They want to be able to choose rewards within loyalty programs and prefer delayed, but more valuable rewards. It has also been confirmed that customers want to win points in innovative ways. The research results, in view of buyers’ priorities and the factors deemed crucial for the success of such programs on Croatian retail market, can be of use to retailers who wish to improve their loyalty programs. It is clearly evident from the research results on Croatian market what customers consider as important and what they want from a loyalty program.
{"title":"CUSTOMER PERCEPTION AND ATTITUDE OF LOYALTY PROGRAMS IN CROATIA","authors":"I. Kovač, I. Novak, Dunja Brezović","doi":"10.22598/IELE.2018.5.1.6","DOIUrl":"https://doi.org/10.22598/IELE.2018.5.1.6","url":null,"abstract":"This paper explains the reasons for loyalty programs emergence in retail and their significance to retailers and buyers, as well as the components they consist of. Subsequently, customers’ attitudes on these loyalty programs components on the fast moving consumer goods (FMCG) market in Croatia have been analyzed. Aim of the study was to explore the antecedents of loyal customers and therefore only those respondents who participated in at least one loyalty programs were used for testing the research question of the paper. The results of the conducted research undoubtedly show that, customers appreciate the simplicity in loyalty programs and ask for their transparency. They want to be able to choose rewards within loyalty programs and prefer delayed, but more valuable rewards. It has also been confirmed that customers want to win points in innovative ways. The research results, in view of buyers’ priorities and the factors deemed crucial for the success of such programs on Croatian retail market, can be of use to retailers who wish to improve their loyalty programs. It is clearly evident from the research results on Croatian market what customers consider as important and what they want from a loyalty program.","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"18 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"73013110","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
Pub Date : 2018-06-01DOI: 10.22598/IELE.2018.5.1.2
Barbara Preložnjak, I. Šimović
Health is considered a basic human right without which it is impossible to achieve life ends. Efficient and justly exercise of the right to health is one of the most important tasks of modern societies. Childhood vaccination is one of the health care measures that aim to protect health although in rare cases it may cause long-term health problems. In this paper, we attempt to present the role of justice in the protection of children’s health in cases of its impairment caused by vaccines. The paper will express the view that no-fault compensation system serves to social justice goals in protection of the most vulnerable members of society and at the same time discourage long and expensive litigation’s.
{"title":"EUROPEAN EXPERIENCES AND CROATIAN PERSPECTIVES OF COMPENSATION PROGRAMS IN CASE OF CHILDHOOD VACCINE INJURY","authors":"Barbara Preložnjak, I. Šimović","doi":"10.22598/IELE.2018.5.1.2","DOIUrl":"https://doi.org/10.22598/IELE.2018.5.1.2","url":null,"abstract":"Health is considered a basic human right without which it is impossible to achieve life ends. Efficient and justly exercise of the right to health is one of the most important tasks of modern societies. Childhood vaccination is one of the health care measures that aim to protect health although in rare cases it may cause long-term health problems. In this paper, we attempt to present the role of justice in the protection of children’s health in cases of its impairment caused by vaccines. The paper will express the view that no-fault compensation system serves to social justice goals in protection of the most vulnerable members of society and at the same time discourage long and expensive litigation’s.","PeriodicalId":52280,"journal":{"name":"InterEULawEast","volume":"18 1","pages":""},"PeriodicalIF":0.0,"publicationDate":"2018-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"82439165","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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