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Rules Governing the Share Capital of German Public Companies by Frank Wooldridge
Rules governing the share capital of German public companies by Frank Wooldridge he above rules are somewhat detailed and some - company. However, it contains detailed rules governing times rather complex. A good elementary account the maintenance of capital. Certain of these rules, Tof them by Schneider and Heidenhain is given in including the prohibition imposed on a public company The German Stock Corporation Act ( 2nd ed, pub Kluwer, subscribing for its own shares contained in paragraph 2000) which has been of considerable interest and help to 56 (1) AktG are considered below. The imposition of the author of this article. ancillary obligations upon shareholders is also considered below, where the rules governing the increase and The articles of a public company ( Aktiengesellschaft ) are reduction of capital, which are rather complex, are dealt required to specify the amount of the company’s share with in outline. capital, which has to be denominated in euros. The minimum capital of a public company is at present THE PROVISIONS OF PARAGRAPH 56 AKTG €50,000 (para 7 AktG ). As in the United Kingdom, shares may be issued without a par value ( Stückaktien ) or with one The most important of the abov e provisions would (Nennbetragsaktien ) (para 8(2) AktG ). Par value shares are seem to be those contained in paragraph 56(1) and 562) required to have the value of one euro or a multiple thereof AktG . Paragraph 56(1) AktG provides that a company may (para 8(2) AktG ). The shares in an Aktiengesellschaft are not subscribe for its own shares. Any purported indivisible, as are the rights attaching to each share. -
Natural Persons, Juridical Persons and Legal Personhood
Esta revista forma parte del acervo de la Biblioteca Jurídica Virtual del Instituto de Investigaciones Jurídicas de la UNAM www.juridicas.unam.mx http://biblio.juridicas.unam.mx exican M Review aw L New Series V O L U M E VIII Number 1 NATURAL PERSONS, JURIDICAL PERSONS AND LEGAL PERSONHOOD Elvia Arcelia QUINTANA ADRIANO* ABSTRACT. The study of commercial law can be divided into four basic ca- tegories: (a) individuals (natural persons); (b) objects of commerce; (c) legal instruments and (d) administrative and legal procedures. Business relations bet- ween individuals and business entities requires significant legal documentation, including atypical or nonstandard business contracts. A central feature of all business transactions is the “legal entity”, used by organizations worldwide to conduct business. In order for many businesses to carry out routine activities, they must have many of the same legal rights and responsibilities as natural persons. In a word, these entities require “legal personhood”. Which leads us to the question of Legitimation. The most widely used legal instruments are nons- tandardized business contracts. In essense, this is the delineation of contracting parties as entities with well-defined rights and obligations. This authority de- pends, in turn, on the legitimacy of the “personhood” of the contracting parties, which is often a point of dispute in business relations. Regardless of whether one accepts the use of terms “legal entity” and “legal personhood”, they often give rise to immeasurable and diverse conflicts domestically, regional and at global level. This had led to efforts to improve the rules of the International Chamber of Commerce and improve legal models that provide guidance to di- verse nations. -
Doing Business in Denmark
DOING BUSINESS IN DENMARK Denmark is often considered an easy and attractive place in Europe to set up a company and to do business. This is in no small part due to the country’s constant political and cul- tural situation as well as the relatively simple and predictable legal situation. As a foreign business or investor contemplating doing business in Denmark, there is, however, still a number of fundamental legal rules and principles to take into account. This guide provides a general introduction to certain legal issues which we believe are rel- evant to know based on our experience with international companies contemplating doing business in Denmark. This guide is not an exhaustive list of all the requirements that might apply to international companies and it is not a substitute for legal advice. We recommend that international companies considering doing business in Denmark seek legal advice tailored to the specific business and industry so as to be successful in their business ventures in Denmark. This guide was updated August 2020. Nedenstående er ikke juridisk rådgivning, og Moalem Weitemeyer har med nedenstående ikke påtaget sig ansvar af nogen art som konsekvens af en læsers benyttelse af nedenstående som grundlag for beslutninger eller overvejelser. Contents 1. Danish political and legal Structure ............................................................................... 3 2. Business Structures and Methods .................................................................................. 3 3. M&A/Takeovers ........................................................................................................... -
List of Active Bayer Companies with at Least a Share of 50% Last Update: 17.8.2020 Country Company
List of active Bayer companies with at least a share of 50% last update: 17.8.2020 Country Company Algeria Bayer Algerie S.P.A. Argentina Bayer S.A. Argentina Biagro S.A. Argentina Monsanto Argentina SRL Australia Bayer Australia Limited Australia Bayer CropScience Holdings Pty Ltd Australia Bayer CropScience Pty Limited Australia Cotton Growers Services Pty. Limited Australia Imaxeon Pty. Ltd. Australia Monsanto Australia Pty Ltd Bangladesh Bayer CropScience Ltd. Belgium Bayer Agriculture BVBA Belgium Bayer CropScience NV Belgium Bayer NV Bermuda MonSure Limited Bolivia Bayer Boliviana Ltda Bolivia Monsanto Bolivia S.A. Bosnia & Herzeg. Bayer d.o.o. Sarajevo Brazil Alkagro do Brasil Ltda Brazil Bayer S.A. Brazil D&PL Brasil Ltda Brazil Monsanto do Brasil Ltda. Brazil Rede Agro Fidelidade e Intermediacao S.A. Brazil Schering do Brasil Química e Farmacêutica Ltda. Brazil Stoneville Brasil Ltda. Bulgaria Bayer Bulgaria EOOD Burkina Faso Monsanto Burkina Faso SARL Chile Bayer Finance & Portfolio Management S.A. Chile Bayer Finance Ltda. Chile Bayer S.A. Chile Monsanto Chile, S.A. Costa Rica Bayer Business Services Costa Rica, SRL Costa Rica Bayer Medical S.R.L. Costa Rica Bayer S.A. Curacao Pianosa B.V. Germany Adverio Pharma GmbH - 1 - List of active Bayer companies with at least a share of 50% last update: 17.8.2020 Country Company Germany AgrEvo Verwaltungsgesellschaft mbH Germany Alcafleu Management GmbH & Co. KG Germany BGI Deutschland GmbH Germany Bayer 04 Immobilien GmbH Germany Bayer 04 Leverkusen Fußball GmbH Germany Bayer 04 Leverkusen -
The Use and Limits of Suspense Accounts
KEY POINTS Feature Suspense accounts can maximise a creditor’s recoveries in a liquidation. To be effective a creditor should refrain from appropriating sums in such an account towards the outstanding debts until it has exhausted its other remedies. A suspense account will not assist a creditor to prove against a principal debtor for the entire amount owed where a surety’s obligations extend to part of a debt only and the surety has discharged that part. Author Matthew Padian Keeping it in suspense – the use and limits of suspense accounts Suspense accounts commonly feature in guarantees and security documents. They Conversely, if the lender credits £50 allow a creditor to credit partial payments from a surety, or from realising assets recovered from the guarantor to a suspense subject to security from a surety, to a suspense or “securities realisation” account. account, the lender can prove for £100 in The account represents a fund to which the creditor can resort, but without any the borrower’s liquidation. Assuming the obligation to do so until it has recovered all debts in full. This enables a creditor liquidation dividends are still 50 pence for to prove for the full amount owed in a liquidation of the principal debtor where a each £1 of debt, the lender will recover £50, shortfall is anticipated, thereby improving the prospects of a full recovery. meaning a total recovery of £100 once it uses the sum in the suspense account. The lender therefore achieves a full recovery. In this article we take a closer look at right to do so. -
Introduction to International Financial Law (Ll206)
INTRODUCTION TO INTERNATIONAL FINANCIAL LAW (LL206) Course duration: 54 hours lecture and class time (Over three weeks) Summer School Programme Area: Law LSE Teaching Department: Department of Law Lead Faculty: Dr Philipp Paech (Dept. of Law) Pre-requisites: Introduction to legal methods or equivalent. No specific knowledge of financial markets is required. However, students from other disciplines need to familiarise with a number of fundamental concepts, such as property, contract and insolvency, before joining the course. Course description and learning outcome: (© Dr Philipp Paech) Introduction to International Financial Law (LL206) concerns the commercial, property and insolvency law aspects of international financial transactions. It addresses questions such as ‘How is a loan contract structured, and what are its effects on the parties?’, ‘What are the legal elements of derivatives?’, and ‘How can parties mitigate their financial risk through collateral and netting in an international setting?’. In short, this course explains how financial institutions make money from entering and subsequently dispersing financial risk on an 1 international scale. The course LL206 is therefore different from, but complimentary to, the course LL207 on International Financial Regulation, which rather concerns the limits to that activity set by the states for the common good. The first part of the course (1 lecture) is will introduce students to the financial market. The lecture explores who the different players are, their goals and business models, the types of transactions they use to achieve these goals, and the role of the law and of regulation. The academic analysis of this complex picture results in a surprising finding – there are only very few basic transaction types but they come in different guises and under different names. -
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 -
Siemens Annual Report 2019
Annual Report 2019 siemens.com Table of contents A B C Combined Consolidated Additional Information Management Report Financial Statements A.1 p 2 B.1 p 76 C.1 p 150 Organization of the Siemens Group Consolidated Statements Responsibility Statement and basis of presentation of Income C.2 p 151 A.2 p 3 B.2 p 77 Independent Auditor ʼs Report Financial performance system Consolidated Statements of Comprehensive Income C.3 p 157 A.3 p 5 Report of the Supervisory Board Segment information B.3 p 78 Consolidated Statements C.4 p 162 A.4 p 16 of Financial Position Corporate Governance Results of operations B.4 p 79 C.5 p 174 A.5 p 19 Consolidated Statements Notes and forward- looking Net assets position of Cash Flows statements B.5 p 80 A.6 p 20 Financial position Consolidated Statements of Changes in Equity A.7 p 24 B.6 p 82 Overall assessment of the economic position Notes to Consolidated Financial Statements A.8 p 26 Report on expected developments and associated material opportunities and risks A.9 p 38 Siemens AG A.10 p 40 Compensation Report A.11 p 71 Takeover-relevant information Combined Management Report Pages 1 – 74 A.1 Organization of the Siemens Group and basis of pr esentation Siemens is a technology company that is active in nearly all coun- Non-financial matters of the Group tries of the world, focusing on the areas of automation and digi- and Siemens AG talization in the process and manufacturing industries, intelligent Siemens has policies for environmental, employee and social infrastructure for buildings and distributed energy systems, con- matters, for the respect of human rights, and anti-corruption and ventional and renewable power generation and power distribu- bribery matters, among others. -
Legal Origins and Modern Stock Markets
ISSN 1045-6333 HARVARD JOHN M. OLIN CENTER FOR LAW, ECONOMICS, AND BUSINESS LEGAL ORIGINS AND MODERN STOCK MARKETS Mark J. Roe Discussion Paper No. 563 11/2006 Harvard Law School Cambridge, MA 02138 This paper can be downloaded without charge from: The Harvard John M. Olin Discussion Paper Series: http://www.law.harvard.edu/programs/olin_center/ The Social Science Research Network Electronic Paper Collection: http://papers.ssrn.com/abstract_id=9089872 This paper is also a discussion paper of the John M. Olin Center’s Program on Corporate Governance JEL Classifications: D21, G30, G34, L21, K4, K22 Legal Origins and Modern Stock Markets (forthcoming in Harvard Law Review, Volume 120) Mark J. Roe* Abstract Legal origin — civil vs. common law — is said in much modern economic work to determine the strength of financial markets and the structure of corporate ownership, even in the world’s richer nations. The main means are thought to lie in how investor protection and property protection connect to civil and common law legal origin. But, I show here, although stockholder protection, property rights, and their supporting legal institutions are quite important, legal origin is not their foundation. Modern politics is an alternative explanation for divergent ownership structures and the differing depths of securities markets in the world’s richer nations. Some legislatures respect property and stock markets, instructing their regulators to promote financial markets; some do not. Brute facts of the twentieth century — the total devastation of many key nations, wrecking many of their prior institutions — predict modern postwar financial markets’ strength well and tie closely to postwar divergences in politics and policies in the world’s richest nations. -
Siemens Annual Report 2020
Annual Report 2020 Table of A. contents Combined Management Report A.1 Organization of the Siemens Group and basis of presentation 2 A.2 Financial performance system 3 A.3 Segment information 6 A.4 Results of operations 18 A.5 Net assets position 22 A.6 Financial position 23 A.7 Overall assessment of the economic position 27 A.8 Report on expected developments and as sociated material opportunities and risks 29 A.9 Siemens AG 46 A.10 Compensation Report 50 A.11 Takeover-relevant information 82 B. Consolidated Financial Statements B.1 Consolidated Statements of Income 88 B.2 Consolidated Statements of Comprehensive Income 89 B.3 Consolidated Statements of Financial Position 90 B.4 Consolidated Statements of Cash Flows 92 B.5 Consolidated Statements of Changes in Equity 94 B.6 Notes to Consolidated Financial Statements 96 C. Additional Information C.1 Responsibility Statement 166 C.2 Independent Auditor ʼs Report 167 C.3 Report of the Super visory Board 176 C.4 Corporate Governance 184 C.5 Notes and forward-looking s tatements 199 PAGES 1 – 86 A. Combined Management Report Combined Management Report A.1 Organization of the Siemens Group and basis of presentation A.1 Organization of the Siemens Group and basis of presentation Siemens is a technology company that is active in nearly all Reconciliation to Consolidated Financial Statements is countries of the world, focusing on the areas of automation Siemens Advanta, formerly Siemens IoT Services, a stra- and digitalization in the process and manufacturing indus- tegic advisor and implementation partner in digital trans- tries, intelligent infrastructure for buildings and distributed formation and industrial internet of things (IIoT). -
Global Financial Services Regulatory Guide
Global Financial Services Regulatory Guide Baker McKenzie’s Global Financial Services Regulatory Guide Baker McKenzie’s Global Financial Services Regulatory Guide Table of Contents Introduction .......................................................................................... 1 Argentina .............................................................................................. 3 Australia ............................................................................................. 10 Austria ................................................................................................ 22 Azerbaijan .......................................................................................... 34 Belgium .............................................................................................. 40 Brazil .................................................................................................. 52 Canada ................................................................................................ 64 Chile ................................................................................................... 74 People’s Republic of China ................................................................ 78 Colombia ............................................................................................ 85 Czech Republic ................................................................................... 96 France ............................................................................................... 108 Germany -
The Optimal Pension System : Is Denmark Best?
Upjohn Institute Press The Optimal Pension System: Is Denmark Best? Finn Østrup Copenhagen Business School Chapter 5 (pp. 113-130) in: Imagining the Ideal Pension System: International Perspectives Dana M. Muir and John A. Turner, eds. Kalamazoo, MI: W.E. Upjohn Institute for Employment Research, 2011 DOI: 10.17848/9780880993920.ch5 Copyright ©2011. W.E. Upjohn Institute for Employment Research. All rights reserved. Job Name: -- /331778t Imagining the Ideal Pension System International Perspectives Dana M. Muir John A. Turner Editors 2011 W.E. Upjohn Institute for Employment Research Kalamazoo, Michigan In order to view this proof accurately, the Overprint Preview Option must be checked in Acrobat Professional or Adobe Reader. Please contact your Customer Service Rep- resentative if you have questions about finding the option. Job Name: -- /331778t Library of Congress Cataloging-in-Publication Data Imagining the ideal pension system : international perspectives / Dana M. Muir, John A. Turner, editors. p. cm. “This book is based on the 2010 conference of the European Network for Research on Supplementary Pensions (ENRSP), held at the Economic Policy Institute in Washington, D.C., on September 10, 2010”—Foreword. Includes bibliographical references and index. ISBN-13: 978-0-88099-381-4 (pbk. : alk. paper) ISBN-10: 0-88099-381-2 (pbk. : alk. paper) ISBN-13: 978-0-88099-382-1 (hbk. : alk. paper) ISBN-10: 0-88099-382-0 (hbk. : alk. paper) 1. Pensions. I. Muir, Dana M., 1958- II. Turner, John A. (John Andrew), 1949 July 9- III. European Network for Research on Supplementary Pensions. HD7091.I464 2011 331.25'2—dc23 2011038440 © 2011 W.E.