In this paper, the authors examine the problem of public services with special emphasis on issues of their administrative organization, financing and the issue of choice of legal form in which public ...services should perform its function. The importance and role of public services in the economy are discussed, and the different starting points in the legal regulation of public services in the European Union are described. Special attention is devoted to the legal problems of financing public services which are of particular importance for economic development. Finally, an overview is given of possible legal forms in which public services operate.
Prema Konvenciji Ujedinjenih naroda o ugovorima o međunarodnoj prodaji robe kupac je dužan pregledati robu i pravovremeno obavijestiti prodavatelja o nedostacima te istu sačuvati odluči li odbiti ...isporuku. Te su dužnosti uređene člancima 38, 39, 44. i 86. Konvencije. Osnovna je dužnost kupca da pregleda robu. Prema čl. 38. Konvencije, kupac mora osobno pregledati robu ili je dati na pregled u što je moguće kraćem roku, uzevši u obzir sve okolnosti (pregled robe u razumnom roku). Poseban je slučaj ako ugovor uključuje prijevoz robe i njeno preusmjerenje na novo odredište. Ako ugovor uključuje prijevoz robe, rok za pregled robe počinje teći tek kad je ona stigla na odredište. Ako se roba tijekom prijevoza preusmjeri po uputama kupca, rok za pregled robe počinje teći tek kad je ona stigla na novo odredište. Spomenuta pravila vrijede pod pretpostavkom da kupac nije imao „razumnu mogućnost“ pregledati robu i ranije. Uz to, kupac mora dokazati da je u trenutku sklapanja prodavatelj znao ili mogao znati za mogućnost preusmjerenja robe na novo odredište. Propusti li kupac u razumnom roku od trenutka isporuke obavijestiti prodavatelja o nedostacima robe, gubi pravo pozivati se na tu okolnost.
Board liability is a topic that is intensively discussed in jurisprudence. The primary task of the managing director is not only to ensure a constant return on the capital invested but, albeit as a ...custodian of foreign assets, to run a business and to make the necessary entrepreneurial decisions. Entrepreneurial decisions always carry the risk of failure no matter how elaborately and meticulously are executed. Furthermore, in the majority of cases, there is not "the" right decision. An entrepreneurial discretion of the managing director exists as far as no instructions of the shareholders are present,. Therefore, directors are given a liability-free scope for entrepreneurial decisions based on the model of the "Business Judgment Rule" from the American Law. The Business Judgment Rule applies to business decisions only. An entrepreneurial decision is a decision of the management in matters of the management, which is not predetermined by the law, the statutes or instructions of the shareholders' meeting. Decision that is bound by the strict legal norm is not an entrepreneurial one. The entrepreneurial decision is characterized by the following: In the context of an entrepreneurial decision, the managing director, in the given situation, selects among various actually possible and legally permissible action alternatives. At the time of the decision, it is not yet clear whether the chosen alternative will be the most economically advantageous. The managing director is therefore required to make a prognosis. The subsequent assessment of the behaviour of the managing director also must be based on this ex-ante perspective. The decision of the managing director must be objectively comprehensible. In Croatia, the requirements of the liability of a member of the company for the obligations of the company are prescribed by the Croatian Companies Act in the provision of Art. 252. The Companies Act prescribes that the board members must conduct the business of the company with the care of an orderly and sound businessman and keep the business secret of the company. A member of the board of directors does not act in contravention of the obligation to conduct the business of a company if it can reasonably assume, when making an entrepreneurial decision, that it acts for the benefit of the company on the basis of appropriate information. This paper will shed some light on Croatian case law concerning the Institute of "Business Judgment Rule".
When dealing with the issues of gas and oil exploration and production, international investors and host countris can use different types of agreements: concession contracts, production sharing ...agreements, joint operating agreements or contracts services. Production Sharing contracts come in a variety of styles. There are two parties to the contract, a foreign oil company and a government representative which can be a head of state, a ministry or a national oil company The latter is the more common case. On the side of the foreign contractor we frequently find joint ventures or consortia rather than an individual firm but they all are considered to be one party to the contract so they must agree on the details of their cooperation because, in the end they as partnership assume all costs and risks associated with the exploration and production of oil and gas. In the event that a commercial discovery is made, the international oil company is entitled to a share of the production in order to recover all costs as well as to have a return on the investment. One of the main objectives of the Contract is to attract multinational companies in the sector of oil and gas that are interested and willing to risk capital and utilize technological expertise to develop the reserves in the Country. Namely, most of hydrocarbons reserves are located in developing countries without technical skills (seismic surveys, drilling wells, production techniques) nor financial means (low access to capital markets) to efficiently exploit natural resources. Hence, governments often delegate the exploration and production activities to international extractive companies. Under the Concession regime the international oil company is the owner of the petroleum extracted from the soil. For the Production sharing Contract, on the other hand, the country is the owner of the oil. In this way, the contributions to the state are no longer through taxes and royalties, but the extracted oil is passed on to the state directly. Part of the petroleum is then given to the international oil company as a compensation for its activities and the risks involved with the exploration. Although the oil belongs to the State, the companies take the risks. However, the State can also take risks by allowing part of its profit to be used to develop the area. In the paper special emphasis is given to the following questions: Parties and Instruments of Contracts, Ownership of Production, Ownership of Installation, Responsibilities of International oil companies and the Government.
Question of current and future (potential) conflicts of interests is of great practical importance for the work of the already established Supervisory Board in the company. The reason for this lays ...not only in the fact that neutrality of the conflicting Supervisory Board member is endangered, but also in the other disadvantages to the normal functioning of the Supervisory Board in general. Spectacular lawsuits involving large companies have increasingly focused public attention in Europe on the functioning andfunctional deficits of the supervisory bodies. Solely due to the "stricter duties of care and action" discussed in the wake of this, the standards that are applied to a responsible supervisory board activity have increased significantly. The Croatian Companies Act has regulated the post of member of the Supervisory Board as a secondary function and therefore assumes that the member of the Supervisory Board still has one main occupation (as a member of the Management Board of another company, member of a law firm etc.) or holds supervisory board mandate in the other Corporation. However, dual board mandates have considerable potential for conflict because the dual mandate holder is basically committed to the interests of two companies (servant of two masters). This loyalty conflict is particularly acute in the group of Companies. Dual board mandates holder always has to consider the interests of both "masters": while acting in the board of the parent company he must consider only their interests and in the board of the daughter-company exclusively their interests. Because of this separation of obligations, he can't rely on the fact that a breach of the obligations of an organ in one area is justified in order to comply with the duties of the other organ. Furthermore, the norm in provision Art. 261 of Croatian Companies Act states that a member of the supervisory board cannot at the same time be a member of the executive board, authorized signatory or authorized representative of the company for the entire business. That norm provides for the possibility that the supervisory board appoints individual members of the executive boardfor a limited period of time to substitute missing or prevented members of the management board. These provisions are defined as the expression and the effectuation of the dualistic system and of the rule of separation offunctions between the Management Board and the Supervisory Board. The provision deals with the fact that the executive and supervisory bodies are separated as such, but that the functions of both organs are actually carried out by the same persons, and therefore unbiased and effective supervision of the management is no longer guaranteed. This paper will cover those issues and provide for possible legal solutions.
A limited liability company is a legal person. From the moment of entry of the company into a court registar, its members are no longer liable with their private property for the liabilities of the ...company. The company is liable for its obligations with all its assets. The key feature of mixing of properties is the unlawful reduction of company assets in favor of private property of its members, while this procedure is not recorded in the ledgers of company and it is done without guid pro quo. If the members in the case of mixing assets invoke the principle of separation of company and its members in order to avoid personal liability numerous problems occur. Tha main issue is of course the fact that company creditors will not be able to collect their monetary and other claims addressed to the company since at that time the company is already insolvent. The term mixing assets, discusses the issue of whether and under which conditions members of the company are liable for its obligations, which makes an exception in the corporate law system. There is a risk that the privilege of limited liability (or no liability at all) may be abused to the detriment of company creditors and the other members who were acting more as investors in the undertaking. Such, for the company, and indirectly, for its creditors, damaging constellation has already been formed if the property of the member gets mixed with the company assets in such way that it is not any more possible to reliably determine whether they belong to the company or are these assets now with private property of its member. The circumstances where we discuss this legal institute are not entirely clear and the paper sheds some light on this very controversial issue in the company law. Under the concept of mixing the spheres of thought to the case when, in legal terms, is no longer possible to distinguish between the company and its members as legal entities or this difference is not clear enough. This question is also discussed in the paper.
Business of forwarding is a specialized economic activity connected with transport of goods. It should provide better and more professional protection of interests of its customers. Legal relations ...and international traffic are becoming more and more complex as it is not reasonable to suppose that the users of transport can deal with the mentioned challenges alone. That is why they use the services of professionals. On the other hand, the process of integration of different means of transport may lead to subordinate economic position of the customers so we need a person who has special knowledge and experience in this area: a forwarding agent. The forwarding agent has a better position towards the carriers since he disposes with large quantities of cargo and can negotiate lower prices of transport and other connected services. The user of this service alone does not have such negotiation power. These advantages are expressed not only in cheaper transport, but often in a faster and safer form of transport for cargo customers. It becomes clear that economic benefits lead to the more frequent engagement of forwarding agents. Services of forwarding agents are extremely diverse and heterogeneous at first glance, but ultimately they represent a unity of interests of users in the field of transport. Forwarding agent primarily protects the economic and legal interests of the customers and employs the methods and means of transport that are the best and of the highest quality. The basic purpose of the forwarding contract is the organization of transportation and not a direct implementation of particular services during its realization. For the purpose of carrying out certain services and forwarding agent enters into contracts with a number of specialized organizations. In the first instance it is a contract of carriage with a carrier, but it can be a number of other contracts with other forwarding agents, contract of storage, contracts with brokers, control of cargo, insurance etc. In principle, forwarding agent must perform these tasks with the care of an expert / professional as it is the case of the enhanced professional liability. Forwarding agent could sometimes ignore the interests of his customer and therefore the Law provide for special conditions to be met by forwarding agent to be able to operate. The aim of this article is to explain legal positions of all the parties and to provide answers about some open issues on liability of the forwarding agents.
