search query: @freeterm Portoroz, 1995 / total: 9
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| Author: | Kocbek, M. |
| Title: | Capital takeover of joint stock companies |
| Journal: | Podjetje in delo
1995 : VOL. 21:5-6, p. 503-513 |
| Index terms: | |
| Freeterms: | Slovenia, joint stock company, privatization, company takeovers, management and control, control, shares, purchase, legislation, symposia, Portoroz, 1995 |
| Language: | slv |
| Abstract: | In modern legal systems an important role is played by the classification into immovables and movables. Specific characteristics of the legal regime of immovables are shown in different legal areas (and not only in property law).However it is true that most particularities are in the area of property law: publicity (land register), modus aquirendi of property rights, restrictions of property right.Important special provisions are found also in the law of obligations (the form of making contract, some indemnity provisions, reprimanding mistakes, property reservation), in family law, law of inheritance, law of civil procedure and private international law.The author discusses the starting points for legal regulating of takeovers of joint stock companies and the relation between the management and control in the light of takeover in a joint stock company.He underlines the obligatory public offer for the buyout of all the remaining shares by the taker, who acyuires a certain capital share in the company.It enables him to control with the purpose to protect minority shareholders.The corporate law, which also protects minority shareholders from illegal and harmful actions of the dominant company however guarantees a certain level of protection, yet it does not solve all the problems.Therefore we need legislation on takeovers, which would be complementary to the corporate law.The future Slovenian regulation, which should follow the proposal of the European Union for harmonious regulation , should in connection with this regulate only those questions, which belong to company - stock law and the law of the market of securities in the light of protection of small shareholders and transparency of the functioning of the securities' market, but it would not standardize economic and sociopolitical questions, which also arise in connection with takeover of companies and foreign capital and are regulated at other levels by other, mainly economic means. |
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