The End of History for the Board Neutrality Rule in the EU

Mukwiri, Jonathan

doi:10.1007/s40804-019-00164-w

Cited by 3 publications

(1 citation statement)

References 29 publications

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“…33 Moreover, it does not particularly matter that the Croatian company law, including the law on joint stock companies, is mostly inspired by German law, 34 which is mostly stakeholder oriented. 35 Probably the main reason for such orientation is the historical concept of the "enterprise in itself" (Unternehmen an sich). 36 Inspired by Walter Rathenau's influential booklet "On the Nature of Shares" (Vom Aktienwesen), 37 the enterprise was understood as an amalgamation of the capital, work, and the public good, which has its interest, separate from the interests of its shareholders.…”

Section: The Notion Of a Companymentioning

confidence: 99%

The Purpose of a Company

Tepeš

Bilić

2023

iele

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In Croatian law, it is commonly accepted that the directors should manage the company in the interest of the company itself. It has, however, rarely been discussed what is exactly the purpose of a company. In comparative legal systems, the question of corporate purpose is, somewhat simplified, often portrayed as a conflict between shareholder and stakeholder approaches. According to the first approach, the company should be managed primarily in the interests of its shareholders, while according to the latter it should be managed in the interests of all its stakeholders. This paper reaches the conclusion that, in Croatian law, the shareholder approach should be given priority. Shareholders establish a company and bear the direct risk of their investment. On the other hand, the stakeholders are a diffuse notion, with diverse interests and no corporate mechanisms at their disposal. This enables the company directors to exercise wide powers and bear little responsibility.The shareholder approach, however, does not mean that the directors have to follow the wishes of the current shareholder majority. The shareholders' interests are the objective interests of all shareholders, including those who will become shareholders in the future. The corporate purpose is, thus, to increase their long-term financial benefit. Such interpretation does not have to be at the expense of the stakeholders. They should be protected on two different levels. One is top-down protection, where public regulations force companies to take minimum measures in the public interest. The other is bottom-up feedback from conscientious customers who demand that the company's conduct satisfies certain criteria.

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Section: The Notion Of a Companymentioning

confidence: 99%

The Purpose of a Company

Tepeš

Bilić

2023

iele

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Understanding Takeover Law in the Global Context

Lee

2021

Takeover Law in the UK, the EU and China

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Polish Takeover Regulation: The Recent Chapter in the Long Story of Flawed Rules, Legislative Hesitation and Policy Mistakes

Regucki

2023

Eur Bus Org Law Rev

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This paper presents a critical examination of recent Polish takeover regulation from a perspective of evolution of capital market law in Poland. The study is based on both legal analysis and an empirical and statistical approach. Firstly, as a starting point, it briefly describes the mandatory bid rule and Takeover Bids Directive as well as the development of early Polish provisions. Secondly, the paper elaborates on the normative model of takeovers, which was in force until 2022. Using a case study and a comprehensive statistical examination of all mandatory bids carried out between 2008 and 2017, it shows how the unusual and incorrect legislative structure of two thresholds of control (33% and 66% of votes) allowed the actual circumvention of mandatory bids, to the detriment of minority shareholders. The paper also describes political considerations and political influences on the legislative process, which led to the failure of the 2014–2015 takeover law proposal. The core of the paper is devoted to the current takeover rules. Statistical research of ownership structures in Poland shows that the threshold of control set at 50% of votes is undoubtedly too high, which entails risks to investor protection that may arise from the adopted model. Based on research on significant holdings in Polish listed companies, the paper further elaborates on the notion of control over a public company and proposes a regulatory utility function to determine the desired threshold of control. This leads to the conclusion that the optimal regulatory threshold of control, given the characteristics of the Polish capital market, is 30% of votes.

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The End of History for the Board Neutrality Rule in the EU

Cited by 3 publications

References 29 publications

The Purpose of a Company

The Purpose of a Company

Understanding Takeover Law in the Global Context

Polish Takeover Regulation: The Recent Chapter in the Long Story of Flawed Rules, Legislative Hesitation and Policy Mistakes

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