In this article, the author analyzes and compares different possibilities of discharging management board members （i.e. members and the president of the management board） in a joint stock company, in ...one- and two-tier governance systems, and the discharge of directors in a limited liability company. The author points out the distinction between the status of a management board member appointed by the supervisory board and the status of the executive director appointed by the board of directors. This distinction is especially relevant in case of an early ending of the mandate, since the management board is a body of the company, whereas the executive director is a person authorized （only） by the board of directors.
The analysis of the factors of corporate governance is divided into four thematic sections. In the first part corporate governance is defined as part of the broader economic context. The second part ...deals with the principles of corporate governance. In the third part, the relation between the index of corporate governance and individual indicators (an indicator of commitment, transparency, and disclosure, caring for partners, and control and audit) regarding ownership is defined. An analysis was undertaken for the countries of Central and Eastern Europe. A higher level of foreign ownership had a positive correlation with the corporate governance index. On the other hand, the correlation between state ownership and corporate governance index was not clear. The prevention of poor banking practices does not only lie in controlling functions, but also in the general corporate and risk-taking cultures, and the social perception of managerial roles, regardless of ownership structure.
In Slovenia, few management buyout (MBO) studies have been carried out. The focus was mostly on the motives for acquisition of companies and the success rate of the acquisitions. This paper aims to ...analyse the indicators which suggest an impending bankruptcy or financial restructuring of companies and explore how these indicators are different for successful and unsuccessful MBOs.
In the survey, we included 23 selected MBOs in Slovenia between 2005 and 2008, using the following financial and non-financial indicators: profitability, performance, solvency and liquidity, using the analytic hierarchy process method. The key aim of the survey was to use financial and non-financial indicators to study if target companies where bankruptcy or financial restructuring has not yet been initiated prevalently have higher aggregate values compared to those in which bankruptcy or financial restructuring procedures have already begun. Thus, we used the selected indicators to demonstrate one of the possible methods to predict the success of a particular MBO.
We found that in most examples of unsuccessful MBOs, target companies have poorer results in terms of performance, solvency and liquidity, when compared to successful MBOs. Based on the selected areas, we divided the results into four quarters. We found that most target companies where MBOs had been unsuccessful are ranked in a lower quarter than most of the target companies where the MBOs had been successful.
The papers main contribution is the finding that the selected financial and non-financial indicators differ in cases of successful and unsuccessful MBOs. This knowledge helps us to find ways of avoiding these situations in the future.
This paper focuses on the analysis of the characteristics of corporate governance in banks in Poland and Slovenia between 2005 and 2013. It studies the impact of corporate governance in these banks ...on their performance. The results of our research show that Slovenia achieved lower average scores for the variables and indicators related to the transparency of corporate governance than Poland. The density of banks with the highest corporate governance index scores was higher in Poland than in Slovenia. When examining the impact of corporate governance on bank performance as measured with net interest income, the regression analysis showed that its impact is positive in both countries and that it is statistically significant in Slovenia.
Before summer 2015, the Slovenian legislator has again amended the Companies Act and has, by adopting the amendment ZGD-1I （107 articles）, introduced important modifications that also effect the ...execution and development of corporate governance. The amendment itself was being drafted for as long as three years and thus presents an expertly prepared proposition of needed modifications to the corporate legislation, however, in the final phase of adoption and execution, the document became subject to political synchronization once again, which resulted in paramount corporate institutions, including the regulations on the dormant partnership and the formulation of the judicially recognized Business Judgement Rule, to be left out of the reform. Nevertheless, the amendment ZGD-1I still includes a number of novelties that have a decisive impact on the corporate governance. Amongst the most important are the layout of D＆O Insurance, limitation period for the waiver of compensation claims against the members of the management and supervisory bodies and a more detailed organization of the audit committee, especially as regards particular open- ended questions that have their origin in the corporate governance practice and address the relations between the management and supervisory bodies. Newly introduced is also the institution of internal audit, where the solutions are optional, except for the companies, which have to arrange the internal audit pursuant to other laws （e.g. pursuant to the Banking Act and the Insurance Act）. Amongst the significant modifications to the corporate legislation are also the completely changed provisions on minor offences that have an important influence on corporate governance and on the operation of the management and supervisory bodies. In the article, the authors present the modified corporate law solutions that have a material impact on corporate governance into details, while delivering their critical view on the modifications and offering propositions for possible enhancement of corporate governance in Slovenia.
In Slovenia, many companies try to avoid bankruptcy with the introduction of a compulsory settlement procedure, but only a handful of companies successfully complete the compulsory settlement in the ...sense of a final repayment of creditors in accordance with the adopted financial restructuring plan. The article identified the factors affecting the confirmation of a compulsory settlement as well as the factors affecting the final repayment of creditors and, thus, permanently eliminated the causes of insolvency. The factors were divided into internal and external, whereby the impact of factors on a successfully completed compulsory settlement was verified using quantitative and qualitative research methods.
In the opinion of the authors, the rules of law relating to groups of companies (group law) must also be applied in cases where municipalities become controlling shareholder in a company. The ...municipality and one or more companies in which the municipality is a controlling shareholder, form a de facto group. This gives rise to a number of legal consequences -- the article discusses the so called German model of the group law arrangement that was adopted also by several central-eastern and south European countries -- most importantly to the obligation to draw up a dependence report, to the liability of the municipality and the mayor for damages to the controlled company and to the right of every controlled company's shareholders to file actio pro socio. Accordingly, legal protection of the controlled company, its minority shareholders and creditors is increased, coinciding with the purpose of group law. The rules of group law are, however, relevant only with regard to those influences on the controlled company exercised by the municipality as the controlling shareholder, and not in the case of a municipality exercising its regulatory prerogatives. Adapted from the source document.
In the last decades, the legal industry has experienced a global paradigm shift in the delivery model for legal services. This new model, known as legal process outsourcing (LPO), transfers the work ...of attorneys, paralegals and other legal professionals to external vendors located domestically and overseas. Legal outsourcing (both onshore and offshore) is transforming law practice as law firms and corporate legal departments seek to minimize costs, increase flexibility and expand their in-house capabilities. In this new decade, we have to prepare, with the legal services outsourcing, that we will become more sophisticated, with higher value of legal work, at higher level of quality and speed, and dramatically lower cost. In the Article authors deal with the process of the transformation of legal service into a legal good and point on some dilemmas during that process. This paper argues that outsourcing ultimately will have a positive effect on the legal profession and development of the quality of legal services. In the second part of the paper authors also stress out some information about different possibilities, how to organize virtual law firms for low budget legal services in the Slovenian case and also include some information about the possibility how to organize corporate governance in companies through the corporate secretary as outsourcing, because the corporate secretary is the chief governance officer and provides leadership for the corporation to implement a high level of corporate governance.
Remuneration policy is a well-known document in financial companies, which they are also obliged to publish in accordance with EU regulations and Commission recommendations (2004/913/EC). Directive ...(EU) 2017/828/EC (the so-called Shareholder Rights Directive - SRD II) newly regulated and encouraged long-term participation of shareholders in the formulation of remuneration policy and adequate reporting of remuneration, which also extends to the nonfinancial field. To further modernize corporate law, the European Commission has also adopted an action plan that intends to involve shareholders more actively in the corporate governance structure in order to contribute to the long-term sustainability of companies in the EU. In the light of harmonization, this modernization was necessarily followed by the Slovenian legislator and at the beginning of 2021 the amended Companies Act (ZGD-1) was adopted, which implemented the remuneration policy and reporting on this policy in the Slovenian corporate system. Reporting or, in a broader sense, disclosure of remuneration policy has been added to the very concept and scope of the remuneration policy. This is part of the general policy of the company and therefore disclosure is important to internal as well as external stakeholders. As corporate law, and especially corporate governance, regulates the relations between the management body (management or supervisory board), the supervisory body (supervisory board or board of directors), shareholders and stakeholders of the company (other stakeholders), corporate institutions must be placed in tense relations of rights and obligations between the bodies in the company, in order to improve the corporate environment and thus corporate governance itself. Namely, corporate governance also determines the structure (organization) that supports the company's goals, the means to achieve them and the monitoring of results. The purpose of corporate governance is to help create the environment of trust, transparency and accountability needed to promote long-term investment, financial stability and business integrity, thus also supporting stronger growth and the development of a more inclusive community. In addition to the legislative framework, it is therefore necessary to improve and change autonomous legal sources (eg corporate governance codes). corporate governance in companies and make suggestions for further improvement.
In the article, we are discussing demarcations between selected economic minor offences and selected economic criminal offences: Fraud in Securities Trading; Abuse of Insider Information; Disclosure ...and Unauthorised Acquisition of Trade Secrets. By now, this topic has been given virtually no attention in legal literature. Criminal law theory has mainly addressed only the question of which criteria to use in order to recognise criminal offences amongst all unlawful actions, while on the other hand, law of minor offences has generally focused strictly on less serious unlawful actions. However, in practice, a certain action can sometimes correspond to the definition of both a criminal offence and a minor offence. Consequently, it is of the essence that the statutory elements of a particular unlawful action are precisely defined and clearly demarcated. Only this can ensure legal certainty that should be guaranteed to everyone already on the basis of the Constitution of the Republic of Slovenia. A problem arises if the statutory elements of a criminal offence and a minor offence completely overlap, which leads to legal uncertainty. The research is based on a quantitative investigation in the course of which we conducted a survey in order to test our assumption. First, we used basic one sided t tests on the data from section 1 questions to try our general assumption. Afterwards, we designed three sets of factors using factor analysis in order to use them on questions from sections 2-6, 7 and 8. In the last part, we took all the designed variables and some other basic information on respondents and used them in regression models for analysis of factors that affect the opinion on adequacy of Slovenian legislation regarding sanctioning and prosecution of economic crime. With the research, we wished to obtain new knowledge on the adequate demarcation between selected economic minor offences and selected criminal offences. In practice, it is material that statutory elements of a particular unlawful action are clearly defined. On the basis of our findings we propose elimination of legal vacuum in which the chosen legal articles for minor economic offences and criminal offences overlap. Limitations of the present article mostly relate to the availability of data and the willingness of state agencies for cooperation in the research. This relates to the quality of primary and secondary data, particularly to the issues related with consistency in data collection and data accuracy (unwillingness of the respondents to complete the survey and the problems of time and sectorial consistency in the definitions of individual statistical variables). Results of the study can provide recommendations for the consequent changes in the studied legislation and clearer demarcation of legal articles on the chosen economic and criminal offences with the purpose of strengthening of respective legal protection. Namely, this is the only way to ensure legal certainty that should be guaranteed to everyone on the basis of the Constitution of the Republic of Slovenia. Value of this article is in the empirical demonstration and normative arrangement of a specific field of law, i.e., the legislation in the field of sanctioning and prosecution of economic crime.
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