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Global Sourcing Through Foreign Subsidiaries and Suppliers: Challenges for Corporate Social Responsibility
This is a repository copy of Global sourcing through foreign subsidiaries and suppliers: Challenges for Corporate Social Responsibility. White Rose Research Online URL for this paper: http://eprints.whiterose.ac.uk/112733/ Version: Accepted Version Book Section: Rühmkorf, A. (2017) Global sourcing through foreign subsidiaries and suppliers: Challenges for Corporate Social Responsibility. In: De Jonge, A. and Tomasic, R., (eds.) Research Handbook on Transnational Corporations. Edward Elgar . https://doi.org/10.4337/9781783476916.00015 Reuse Unless indicated otherwise, fulltext items are protected by copyright with all rights reserved. The copyright exception in section 29 of the Copyright, Designs and Patents Act 1988 allows the making of a single copy solely for the purpose of non-commercial research or private study within the limits of fair dealing. The publisher or other rights-holder may allow further reproduction and re-use of this version - refer to the White Rose Research Online record for this item. Where records identify the publisher as the copyright holder, users can verify any specific terms of use on the publisher’s website. Takedown If you consider content in White Rose Research Online to be in breach of UK law, please notify us by emailing [email protected] including the URL of the record and the reason for the withdrawal request. [email protected] https://eprints.whiterose.ac.uk/ Global sourcing through foreign subsidiaries and suppliers: Challenges for Corporate Social Responsibility Dr Andreas Rühmkorf, Lecturer -
Doing Business in the Federal Republic of Germany
Denver Journal of International Law & Policy Volume 3 Number 2 Fall Article 4 May 2020 Doing Business in the Federal Republic of Germany Georg Kutschelis Follow this and additional works at: https://digitalcommons.du.edu/djilp Recommended Citation Georg Kutschelis, Doing Business in the Federal Republic of Germany, 3 Denv. J. Int'l L. & Pol'y 197 (1973). This Article is brought to you for free and open access by the University of Denver Sturm College of Law at Digital Commons @ DU. It has been accepted for inclusion in Denver Journal of International Law & Policy by an authorized editor of Digital Commons @ DU. For more information, please contact [email protected],dig- [email protected]. DOING BUSINESS IN THE FEDERAL REPUBLIC OF GERMANY* GEORG KUTSCHELIS** I. INTRODUCTION II. PRELIMINARY FORMALITIES A. Residence permit (Aufenthaltserlaubnis) B. Labor permit (Arbeitserlaubnis) C. Registration of business (Gewerbeanmeldung) D. Registration of foreign corporate bodies III. LEGAL ORGANIZATION OF A BUSINESS A. Statutory background B. Some peculiarities of German commercial law 1. Kinds of merchants 2. Commercial register 3. Commercial name (Firma) 4. Commercial agency C. Criteria of companies 1. Capacity to hold legal rights (Rechtsfaehigkeit) 2. The dichotomy of company and association 3. Internal and external companies 4. Person-companies and capital-companies 5. Ownership of company assets D. Kinds of Companies 1. Private law company (Gesellschaft buergerlichen- Rechts) 2. Partnership (Offene Handelsgesellschaft) 3. Limited partnership (Kommanditgesellschaft) 4. Silent partnership (Stille Gesellschaft) 5. Stock corporation (Aktiengesellschaft) 6. Partnership limited by shares (Kommanditgesellschaft auf Aktien) 7. Limited liability company (Gesellschaft mit besch- raenkterHaftung) 8. Limited liability company and partner (GmbH & Co KG) 9. -
Corporate Governance of Company Groups: International and Latin American Experience
Corporate Governance of Company Groups: International and Latin American Experience Preliminary version for comment. Hosted by : Please send written comments to [email protected] by 5 December, 2014 Latin American Roundtable Task Force on Corporate Governance of Company Groups 17 November, 2014 Hotel Hilton Bogotá, CARRERA 7 NO. 72-41, BOGOTA, 00000, COLOMBIA http://www.oecd.org/daf/ca/latinamericanroundtableoncorporategovernance.htm With funding support of: TABLE OF CONTENTS International and Latin American Overview ............................................................................. 3 1. Introduction............................................................................................................................ 3 2. Economic Rationale for Corporate Groups and the Role of Corporate Governance ............. 4 3. International Work on Corporate Governance of Groups ...................................................... 8 4. Economic Relevance of Company Groups in LatAm .......................................................... 12 5. What is an Economic Group in LatAm? .............................................................................. 12 6. Structure of the Regulatory and Supervisory Framework ................................................... 13 7. Protection of Minority Shareholder Rights .......................................................................... 14 8. Economic Groups and Conflicts of Interest ......................................................................... 15 9. Multinational -
Doing Business in Germany 2015
Doing Business in Germany 2015 IMPORTANT DISCLAIMER: This book is not intended to be a comprehensive exposition of all potential issues arising in the context of doing business in Germany, nor of the laws relating to such issues. It is not offered as advice on any particular matter and should not be taken as such. Baker & McKenzie, the editors and the contributing authors disclaim all liability to any person in respect of anything done wholly or partly in reliance upon the whole or part of this book. Before any action is taken or decision not to act is made, specific legal advice should be taken in light of the relevant circumstances and no reliance should be placed on the statements made or documents reproduced in this book. This publication is copyright. Apart from any fair dealing for the purposes of private study or research permitted under applicable copyright legislation, no part may be reproduced or transmitted by any process or means without the prior permission of the editors. Doing Business in Germany Contributors Christian Atzler Michael Bartosch Christoph Becker Claudia Beuter-Brinkmann Christian Brodersen André Buchholtz Vanessa Dersch Ulrich Ellinghaus Silke Fritz Wolfgang Fritzemeyer Joachim Fröhlich Marc Gabriel Thomas Gilles Tobias Gräbener Heiko Haller Caroline Heinickel Christian Horstkotte Philipp Jost Martin Kaiser Benjamin Koch Hagen Köckeritz Lara Link Nicole Looks Holger Lutz Ghazale Mandegarian Jochen Meyer-Burow Julia Pfeil Christian Port Christian Reichel Jörg Risse Juliane Sassmann Matthias Scholz Oliver Socher -
Section 721(B)-A Partnership Issue, a Corporate Issue, Or Just a Jumble?, Journal of Taxation, Jul 2020
Section 721(b)-A Partnership Issue, a Corporate Issue, or Just a Jumble?, Journal of Taxation, Jul 2020 Journal of Taxation (WG&L) SHOP TALK Section 721(b)-A Partnership Issue, a Corporate Issue, or Just a Jumble? This column provides an informal exchange of ideas, questions, and comments arising in everyday tax practice. Readers are invited to write to the editors: Sheldon I. Banoff, Suite 1900, 525 West Monroe Street, Chicago, Illinois 60661-3693, [email protected]; Richard M. Lipton, Suite 5000, 300 East Randolph Street, Chicago, Illinois 60601, [email protected]; and Adam M. Cohen , 555 17th Street, Suite 3200, Denver, Colorado 80202, [email protected]. [pg. 37] Recent Ltr. Rul. 202016013, an intriguing "partnership investment company" ruling under Section 721(b) by IRS Chief Counsel's Corporate group, involves a jumble of partnership and corporate issues. As discussed in this article, the question in the ruling turns on whether, in the case of a contribution of corporate stock to a partnership treated (for investment company purposes) as a corporation, a subsidiary partnership can be treated as a corporation. To understand that jumble, we first explore the factual set-up for the ruling. The transaction at hand almost surely is the acquisition of SemGroup Corporation by Energy Transfer LP (see Energy Transfer LP Form S-4, filed with U.S. Securities and Exchange Commission on 10/03/2019 and amended 10/28/2019 (the S-4)) and, as such, we will discuss the transaction on that assumption. Energy Transfer LP (ET) has limited partner common units traded on the New York Stock Exchange (NYSE). -
Comparative Company Law
Comparative company law 26th of September 2017 – 3rd of October 2017 Prof. Jochen BAUERREIS Attorney in France and Germany Certified specialist in international and EU law Certified specialist in arbitration law ABCI ALISTER Strasbourg (France) • Kehl (Germany) Plan • General view of comparative company law (A.) • Practical aspects of setting up a subsidiary in France and Germany (B.) © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 2 A. General view of comparative company law • Classification of companies (I.) • Setting up a company with share capital (II.) • Management bodies (III.) • Transfer of shares (IV.) • Taxation (V.) • General tendencies in company law (VI.) © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 3 I. Classification of companies • General classification – Partnerships • Typically unlimited liability of the partners • Importance of the partners – The companies with share capital • Shares can be traded more or less freely • Typically restriction of the associate’s liability – Hybrid forms © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 4 I. Classification of companies • Partnerships – « Civil partnership » • France: Société civile • Netherlands: Maatschap • Germany: Gesellschaft bürgerlichen Rechts • Austria: Gesellschaft nach bürgerlichem Recht (GesnbR) • Italy: Società simplice © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 5 I. Classification of companies • Partnerships – « General partnership » • France: Société en nom collectif • UK: General partnership (but without legal personality!) • USA: General partnership -
Latin American Companies Circle
LATIN AMERICAN COMPANIES CIRCLE Corporate Governance Recommendations for Company Groups Based on Experiences from the Latin American Companies Circle November 2014 Sponsoring Institution: Supported by: INDEX I. INTRODUCTION AND BACKGROUND 2 II. CHALLENGES OF COMPANY GROUPS 2 III. GENERAL PRACTICES a) Related Party Transactions 3 a.1) Shared Services 4 IV. WHOLLY-OWNED SUBSIDIARIES a) Incorporation or acquisition 4 b) Control 4 b.1) Reporting Framework 4 b.2) Appointment of Directors 5 b.3) Internal Controls 5 V. PARTIALLY-OWNED SUBSIDIARIES a) Incorporation or Acquisition 6 b) Shareholders Agreement 6 c) Shareholder Activism 7 c.1) Share Voting 7 c.2) Appointment of Directors 7 c.3) Reporting 8 VI. FINAL COMMENTS 8 1 I. INTRODUCTION AND BACKGROUND These set of corporate governance recommendations for group of companies has been developed by the Latin American Companies Circle. The Circle is a group of Latin American firms that have demonstrated leadership in advocating and practicing governance improvements for companies throughout Latin America. The Circle is sponsored by the International Finance Corporation (IFC) and supported by the Organization for Economic Cooperation and Development (OECD), and is presently composed of 14 companies: Los Grobo from Argentina; Grupo Algar, CPFL Energia, Embraer, Natura and Ultrapar from Brazil; Grupo Argos, Carvajal and ISA from Colombia; Florida Ice from Costa Rica; Grupo Gentera from Mexico; Buenaventura, Ferreycorp and Grupo Graña y Montero from Peru. This document is based on experiences of the Circle member companies and takes into consideration limited analysis of the companies’ own practices and covers areas related with wholly- and partially-owned subsidiaries. -
Corporate Governance Kodex
Declaration on the German Corporate Governance Code for 2015 The Management Board of Henkel Management AG as the personally liable partner (general partner), the Shareholders’ Committee and the Supervisory Board of Henkel AG & Co. KGaA (“the Corporation”) declare, pursuant to Art. 161 German Stock Corporation Act (AktG), that notwithstanding the specific regulations governing companies with the legal form of a German partnership limited by shares (“KGaA”) and to the pertinent provisions of its articles of association (“bylaws”) as indicated below, the Corporation has complied with the recommendations (“shall” clauses) of the German Corporate Governance Code (“Code”) as amended on May 13, 2013, since the last declaration of conformity of February 2014, and presently complies with and will comply in future with the recommendations of the Code as amended on June 24, 2014, subject to certain exceptions indicated below. Modifications due to the legal form of a KGaA and its basic features as laid down in the bylaws • The Corporation is a “Kommanditgesellschaft auf Aktien” (“KGaA”). The tasks and duties of an executive board in a German joint stock corporation (“AG”) are assigned to the personally liable partner(s) of a KGaA. The sole personally liable partner of the Corporation is Henkel Management AG, the Management Board of which is thus responsible for managing the business activities of the Corporation. The Corporation is the sole shareholder of Henkel Management AG. • The shareholders’ committee (“Shareholders’ Committee”) established in accordance with the Corporation’s bylaws acts in place of the Annual General Meeting, its primary duties being to engage in the management of the Corporation’s affairs and to appoint and dismiss personally liable partners; it holds representative authority and power of management allowing it to preside over the legal relationships between the Corporation and Henkel Management AG as the latter’s personally liable partner. -
VALUE IFRS Plc Illustrative IFRS Consolidated Financial Statements December 2019
VALUE IFRS Plc Illustrative IFRS consolidated financial statements December 2019 This publication presents the sample annual financial reports of a fictional listed company, VALUE IFRS Plc. It illustrates the financial reporting requirements that would apply to such a company under International Financial Reporting Standards as issued at 31 May 2019. Supporting commentary is also provided. For the purposes of this publication, VALUE IFRS Plc is listed on a fictive Stock Exchange and is the parent entity in a consolidated entity. VALUE IFRS Plc 2019 is for illustrative purposes only and should be used in conjunction with the relevant financial reporting standards and any other reporting pronouncements and legislation applicable in specific jurisdictions. Global Accounting Consulting Services PricewaterhouseCoopers LLP This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. About PwC At PwC, our purpose is to build trust in society and solve important problems. We're a network of firms in 158 countries with more than 250,000 people who are committed to delivering quality in assurance, advisory and tax services. Find out more and tell us what matters to you by visiting us at www.pwc.com © 2019 PwC. All rights reserved. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see www.pwc.com/structure for further details. VALUE IFRS Plc Illustrative IFRS consolidated financial statements December -
Establishing a Business Entity in Australia
Fall 19 INTERNATIONAL LAWYERS NETWORK BRAUNEIS KLAUSER PRÄNDL ESTABLISHING A BUSINESS ENTITY IN AUSTRIA ILN CORPORATE GROUP [ESTABLISHING A BUSINESS ENTITY IN AUSTRIA] 2 This guide offers an overview of legal aspects of establishing an entity and conducting business in the requisite jurisdictions. It is meant as an introduction to these market places and does not offer specific legal advice. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship, or its equivalent in the requisite jurisdiction. Neither the International Lawyers Network or its employees, nor any of the contributing law firms or their partners or employees accepts any liability for anything contained in this guide or to any reader who relies on its content. Before concrete actions or decisions are taken, the reader should seek specific legal advice. The contributing member firms of the International Lawyers Network can advise in relation to questions regarding this guide in their respective jurisdictions and look forward to assisting. Please do not, however, share any confidential information with a member firm without first contacting that firm. This guide describes the law in force in the requisite jurisdictions at the dates of preparation. This may be some time ago and the reader should bear in mind that statutes, regulations and rules are subject to change. No duty to update information is assumed by the ILN, its member firms, or the authors of this guide. The information in this guide may be considered legal advertising. Each contributing law firm is the owner of the copyright in its contribution. -
Experience the Future of Law, Today Reflections on the Legal Form
Experience the future of law, today | Table of Contents Experience the future of law, today Reflections on the legal form Strengthening the equity base through third-party participation while at the same time securing control by the previous owners 00 Experience the future of law, today | Table of Contents Table of Contents Table of Contents 1 Initial situation: Interest in securing control of the company despite the need for equity 2 The partnership limited by shares (Kommanditgesellschaft auf Aktien) as a solution 3 What is the KGaA? 3 What makes the KGaA so unique? 3 Summary 4 01 Experience the future of law, today | Reflections on the legal form Reflections on the legal form Strengthening the equity base of through third- party participation while at the same time securing control by the previous owners Initial situation: Interest in securing control of the company despite the need for equity The current crisis is eating away at the equity capital of numerous German companies. Many of them will in the medium term need additional financial resources, whether to replace state-backed loans from KfW or other state loans and thus restore their ability to pay dividends, to finance investments or simply to strengthen their equity base again. Also, it is conceivable, that acquisitions shall be made without impairing liquidity and that in view of the current slump in share prices other companies shall be taken over - because the opportunity is favorable or circumstances require it (rounding off the portfolio, acquisition of digital competence, securing and making the supply chain more flexible, insourcing, etc.). -
Group Rating Methodology
General Criteria: Group Rating Methodology November 19, 2013 (Editor's Note: On Feb. 12, 2019, we republished this criteria article to make nonmaterial changes. See the "Revisions And ANALYTICAL CONTACTS Updates" section for details. In addition, please note the "Request For Comment: Group Rating Methodology," published Dec. 12, 2018.) Pablo F Lutereau Buenos Aires 1. This article describes S&P Global Ratings' methodology for rating members of corporate, financial (852) 2532-8068 institutions and insurance groups. pablo.lutereau @spglobal.com 2. This paragraph has been deleted. Ron A Joas, CPA 3. This article presents the rating methodology for members of corporate, USPF, and financial New York services groups, including how group support interacts with extraordinary government support for (1) 212-438-3131 government-related entities and systemically important financial institutions. ron.joas @spglobal.com 4. The criteria articulate the steps in determining an issuer credit rating (ICR) or financial strength Anthony J Flintoff rating (FSR) on a member of a corporate or financial services group. This involves assessing the Melbourne group's overall creditworthiness, the stand-alone credit profile of group members, and the status (61) 3-9631-2038 of an entity relative to other group members and the parent company. anthony.flintoff @spglobal.com 5. One of the main rating considerations is the potential for support (or negative intervention) from the parent company or group. Gavin J Gunning Melbourne 6. These criteria therefore address a key area of "external support" as described in paragraphs 31 to (61) 3-9631-2092 35 of "General Criteria: Principles Of Credit Ratings," published Feb.