From Resolution to Claim: The Legal Transformation of the Dividend Right

This article on payment of dividends focuses on situations where the company law rules on this subject are breached. The reason for this is that, in practice, lawyers, auditors, and others dealing with company law sometimes encounter situations where a company has paid dividends to its shareholders, but the company law rules on payment of dividends are breached. This is especially true with regard to extraordinary dividends, which is why the article focuses on such dividends. However, situations do occur where a company has paid ordinary dividends to its shareholders, but the company law rules on payment of such dividends are breached. Drawing on the Consolidated Company Law Directive (CCLD), the article starts by discussing the requirements for paying dividends. Next, still drawing on CCLD, it discusses the consequences of paying dividends if these requirements are not met. Finally, it explores the differences between CCLD and the European Model Companies Act (EMCA) with regard to payment of dividends. The article points to a number of ways in which the CCLD provisions on payment of dividends could be improved. Such improvements are necessary in order to maintain the important balance between creditor and shareholder protection. Company Law, Consolidated Company Law Directive (CCLD), European Model Companies Act (EMCA), Dividends, Extraordinary Dividends, Interim Dividends.

This study is a comparative investigation of the law of obligations in Ghana and Nigeria. It has often been suggested that the law of civil responsibility in Ghana and Nigeria is the same as the current English law position. This thesis sets out to examine the basis of this assumption, an exercise which has never before been attempted by any previous writer in West African law. This investigation is in eight Parts of a total of twenty-one sections. In the Introductory Part, the meaning, scope and content of the title are fully discussed. The case for a new approach to the classification of obligations in Ghana and Nigeria is stated and argued. Part II examines the vital question of the sources of obligations. This is the issue of the juristic basis for the application of extraneous law in Ghana and Nigeria, what this law is, limits on its application and the concurrent application of indigenous rules of law. A reassessment of the whole position in the light of extant documentary data is attempted. The law of obligations is substantially made up of case-law. Part III examines what cases bind which courts. Parts IV and V deal with valid agreements, the former with two-party situations while the latter treats situations in which more than two parties are involved. Part VI examines the all-important category of defective agreements, an approach totally different from the conventional treatment of the subject. Part VII is a functional study of obligations. Here in three sections, we examine the role of the Courts in the enforcement of agreements, the role of the state, and the effectiveness of remedies for breach of agreements. The final part analyses and sets out to argue a case for obligations imposed by law.

This book intends to bring together, in a concise manner, certain chosen areas of the legal system of Macau relating to business activities. The book focuses on a number of branches of private law: general theory of civil law, the law of obligations, property law, and certain areas of commercial law. It also includes a general introduction covering fundamental legal concepts, as understood in Macau in the tradition of civil law legal systems, and provides concise references to most branches of law, including Macau's constitutional framework. Other highly relevant areas relating to business matters such as tax law or labor law are not considered. The reader will not find an exhaustive coverage of the selected matters, as that would require a much larger volume, but rather an inquiry into their conceptual framework and regulation, hopefully providing a solid introduction and a satisfactory depth of coverage. The order of the various chapters differs somewhat from traditional academic borders and standard literature. It was decided not to follow the order called for by the highly abstract and controversial concept of 'legal relation', adopted by the Civil Code to organize its general part, in the wake of the German Pandectist tradition. The general part has been 'disassembled' and therefore its topics are discussed under other headings: the law of obligations (all issues covered in Book I of the Civil Code under the 'legal transaction'), the law of persons (legal personality and capacity) and property law (the general regulation of things). Additionally, the rigid separation between civil law as a whole as opposed to commercial law has not been observed. Namely, all special guarantees of obligations, regardless of their civil or commercial nature, are considered in the same chapter; this approach has for example the advantage of not separating the analysis of matters that have both civil and commercial regulation, such as the pledge. Further, all contracts are considered in sequence, regardless of the civil or commercial source of the regulation. The overall result of these deviations from standard schemes is a very enlarged chapter on the law of obligations, covering not only matters regulated in parts of the Civil Code other than Book II, but also matters regulated in the Commercial Code, and representing nearly half of the book. This book will be useful namely for those seeking information on the legal system of Macau who do not master any of the official languages, and especially Portuguese. The 'localization' of the legal system has eased the language barrier problem for those who master Chinese, but it remains true that most key doctrinal materials are written in Portuguese. This is the first publication providing an extended account of the matters covered in the 1999 Civil and in the 1999 Commercial Code; as always happens after codification, there is a need to fully understand the breadth of newly introduced legal provisions. It also covers the legal transformations and continuities arising from the resumption of the exercise of sovereignty over Macau by China on 20 December 1999. It is hoped that, despite its shortcomings, this publication will contribute to a better understanding of Macau's legal system. Although this book is by no means a work of comparative law, it was felt useful to provide references to English-language publications from other parts of the civil law tradition discussing the matters covered, so as to enable the interested English-speaking monoglot to pursue further research. The law is stated as of 1 March 2006, thereby taking account of the more than six years of operation of the Macau Special Administrative Region, and namely the first amendment to the Commercial Code.

The statute of limitations on claims represents a substantive legal institute governed by the Law of Obligations. It falls within the category of more complex legal issues, as it necessitates addressing a series of preliminary legal questions, such as the legal nature of the disputed claim, the commencement of the limitation period, its expiration, and other related matters. The aforementioned law, however, provides only general answers to these and similar questions. The Supreme Court, as the highest judicial authority, has adopted a series of general legal positions and interpretations concerning the statute of limitations on claims. Nevertheless, these interpretations pertain solely to decisions on the statute of limitations within the framework of litigation proceedings. In contrast, the legal issue of the statute of limitations on claims arising from enforceable instruments, examined in enforcement proceedings, has remained largely overlooked. The primary challenge lies in the provisions of the Law of Obligations, which are anachronistic when compared to the current enforcement legislation. Specifically, the Law of Obligations dates back to 1978, whereas enforcement legislation has undergone multiple amendments since then. Consequently, there exists a linguistic and substantive inconsistency between the Law of Obligations and the Law on Enforcement and Security Interest with regard to the statute of limitations on claims.

The article explores the ironies involved in the contemporary enforcement of family obligations. As forms of intimate partnership and parenthood become ever more varied, the law of family obligation - child support, property division and alimony - has become increasingly routine and formulaic. As scholars increasingly call for more attention to the varied ways in which different individuals and communities structure their care networks and their intimate lives, the law of family obligation has become less, not more attentive to context. This piece explains how the law’s rejection of context is an understandable reaction to the growing diversity of family forms. By unpacking contemporary family law rules, one see that the baselines and value judgments informing the law of family obligation are usually contested or arbitrary or both. They are accepted not because they represent consensus on what obligation should be but because they clearly demarcate who is obligated and for how much. Predictability emerges as more important than context for almost everyone. Social acceptance of so many different family forms makes judicial attention to context extraordinarily invasive and expensive. In an area of law where very few of the parties have the resources or desire to debate the normative underpinnings of family obligation and where both the parties and the state have strong interests in minimizing contested issues, there are compelling reasons to establish a very rule and status based law of obligation, even if that system is rooted in a normative vision of family that, for most people, has ceased to exist. The article thus argues that despite the profoundly limited way in which the current law identifies families, some reliance on restricted legal definitions of family will be necessary for any meaningful system of family obligation to operate. In doing so, the article challenges much contemporary family law scholarship and suggests that we may have to accept the law’s privileging of certain family forms if we are to expect an enforceable system of family obligation.

The paper presents the grounds for terminating commercial contracts according to the rules of the Law on Obligations. Bearing in mind that trade contracts are bilaterally binding, they terminate upon the special rules of the Law for mentioned group of contracts which include: fulfilment of all contractual obligations as stipulated, termination of a contract, impossibility of performance and judicial termination of the contract due to changed circumstances. The paper also discusses the situation of execution of a void contract because of their rescission arise the same questions. Finally, starting from the fact that contract is one among several sources of obligations, the general rules of the Law for the termination of obligations regardless of the source of their origin are considered too, as they, under certain circumstances, can lead to contract termination. The analysis of each ground could be the subject of separate scientific work and in domestic literature, they are frequently treated in this manner. In contrast, the possible grounds for terminating the contract are systematically presented here, as well as the effects resulting from that. In this work, this issue is presented in a rounded and comprehensive way that is justified by the fact that the legal rules regulating contract termination are not systematized in one place in the Law of Obligations which may make their application more difficult. This approach is justified by the fact that the legal rules regulating contract termination are not systematized in one place in the Law of Obligations and that complicates their application. The paper aims to contribute to the prevention of disputed situations in the execution of contracts, that is, to the proper application of the law in the process of resolving them.

On their profits, companies must decide whether to distribute to its shareholders or invest in profitable projects that enhance future results. However, some countries require a minimum payment of dividends. In this context, we exploit a feature in Brazilian regulation that requires firms to pay a minimal dividend (depending on the firm’s bylaws and yearly income) to study the factors influencing firms to pay above minimum rates and its consequences. Due to this fact we consider their desire to pay occurs only when they pay an amount higher than this minimum, otherwise it is their law or contractual obligation fulfillment. To this end, we analyzed a sample of 1531 dividend distributions from 2007 to 2013. It was found that the variables size of company, ownership concentration and dividends of the previous year influenced companies listed on the Brazilian stock exchange to pay higher remuneration rates than their obligatory minimums. This study contributes to understanding of the subject of dividends by focusing on the “extra” portion, meaning real decision to pay dividends. No legal and bylaws deep interpretation may bring us a misunderstanding of financial decisions. Then, based on information obtained in this research, investors will allocate their capital more consciously, reducing risks and increasing profitability, with respect to payment of dividends.

The purpose of this article is to determine the place of the contract of lifelong support (care) in the law of obligation. It has been established that in modern civil legislation and doctrine, the approach to understanding the legal essence of an obligation, as a legal relationship between a creditor and a debtor, characteristic of Roman private law, has been preserved. As a result of the study of the doctrinal positions regarding the place of the contract of lifelong support (care) in the mandatory law, it was concluded that there are three positions of scientists: 1) the contract of lifelong support does not have the right to exist; 2) the lifetime maintenance contract is a type of other civil law contracts; 3) the lifetime maintenance contract is an independent civil law contract. It was established that the first position of the scientists was caused by the prevailing Soviet-era requirement for the rules of behavior of Soviet people, which expressed the essence of communist morality," therefore the contract of lifelong maintenance completely contradicted the rules of socialist coexistence. The second position of scientists is due to the fact that this contract was first legally regulated in the Central Committee of the Ukrainian SSR in 1963 within the scope of the contract of sale. It has been established that the life maintenance contract has received legal regulation as a type of annuity contract in many countries of the world (civil codes of France, Germany, Moldova, etc.). The position of scientists regarding the independent nature of the lifetime maintenance contract is explained on the basis of its characteristic features, which are determined by the legal nature of this contract: 1) the purpose of concluding the contract is the alienation of property rights and the provision of material maintenance (care); 2) retaliatory character; 3) real character; 4) bilateral; 5) fixed-term; 6) fiduciary (trust) character. To date, the debate about the place of a life-long maintenance (care) contract in the law of obligations was finally resolved in the Central Committee of Ukraine of January 16, 2003 by separating a separate chapter 57 "Lifelong maintenance (care)" in sub-section 1 "Contractual obligations" : obligation, right of obligation, lifetime maintenance (care) contract, legal nature, independent character.

Summary: Parliament of Federation of Bosnia and Herzegovina adopted Law on guarantor’s protection in 2013. It is a lex specialis which regulates legal protection of guarantor as a special category of persons in loan agreement. However, the law provides a numerous solutions which derogating general rules in obligation law, particularly rules in Law on obligations regarding loan agreement and warranty. In this paper, authors consider both certain rules regarding guarantor’s protection and their compliance with general rules in law of obligations. Definition of loan agreement and special regulation of relationship between creditor and guarantor are not in compliance with rules of warranty – general rules, structure and species. Moreover, there are some limits of freedom of contracting for those who has intention to guarantee for debtor’s liability in loan agreement. Authors in this paper consider validity and acceptability of special rules in order to find answer whether those rules match other relevant rules in positive legislation and do they serve to legal certainty.

The current article is dedicated to defining the legal nature of shared rights, which has twofold importance, scientific accuracy, and practicality.
 The roots of shared rights are in common property, which is part of property law. Therefore, logically, shared rights contain some elements of property law. In particular, the relationship of owners of shared rights with third parties is an external and property law-connected. This relationship has an absolute character. In addition, the internal fiduciary relationship between parties, which is related to the origins of the obligation law of shared rights, is also noteworthy.
 The existence of shared rights in the obligation law is caused by the internal, relational, and personal nature of the existing relationship, by the non-injury of the interests of the other parties in the use of the shared rights by one party. The legal content of the rights and obligations of the parties is expressed in the powers of using, managing, and disposing of the shared object, taking into account the interests of other parties, also in the power of canceling the shared right, etc.
 Shared rights have a merged legal nature: the internal relations of the shareholders are relative, and the relationships of the owners of shared rights with third parties are absolute. Accordingly, the specifics of this relationship depend on whether it concerns the internal rights and obligations of the shareholders or the interests of the co-sharers with third parties. The above-mentioned determines which field of civil law norms will be applicable concerning the mentioned relationship - property or obligation law

Journal Article Judicial Discretion Under the New Civil Code of the Netherlands Get access Arthur Hartkamp Arthur Hartkamp 1Arthur S. Hartkamp is Advocate-General at the Supreme Court of the Netherlands; Professor of Private Law at Utrecht University. Search for other works by this author on: Oxford Academic Google Scholar The American Journal of Comparative Law, Volume 40, Issue 3, Summer 1992, Pages 551–571, https://doi.org/10.2307/840585 Published: 01 July 1992

The special legal nature of the concession contract (as one of the legal transactions) which represents a legal framework where the public and private interests meet (two parties cooperate for mutual benefit) is characterised by intertwining of general rules of obligation law and special legal institutes that originate from the sphere of public law. The legal nature of the contractual relationships that arise between administrative and private entities requires special regulation of individual institutes that should reflect the public interest as an important guiding principle for concluding these contracts, and a special legal position of a public law entity as a holder of this public interest. Despite adoption of the new Public-Private Partnership Act in the legislative regulation of the concession contract that still remains variously regulated in previously adopted special provisions of sectoral laws, there are still some deficiencies and dilemmas that are more or less effectively dealt with in the contractual practice. For the legal positions that are classically civil at first sight, the legislator or court practice have laid down special modified rules of civil law in most developed countries. In the course of time, these rules became part of public law / administrative law. Thus, the French legal order has best developed the rules of the public contractual law and the legal institute of the administrative contract that the Slovenian administrative theoreticians try more and more to introduce also into our legal order.
 
 KEY WORDS: • concession contract • concession partnership • public-private partnership • public interest • party equality principle • law of obligations

Remarks on the Methodology of Private Law Studies: The Use of Latin Maxims as Exemplified by nemo plus iuris The use of principles in the legal practice, which are quite often expressed in Latin, is associated with various intentions. What is important is that they should be used, both in research and in the professional practice, in full awareness of their origin and context. The Latin maxims, legal maxims or rules emphasize the Roman origin of the European private law. One of such maxims is nemo plus iuris ad alium transferre potest, quam ipse haberet. Its original context was associated with inheritance law. The Justinian’s compilers endowed it with the value of a universal rule. The adage is associated above all with private law, although it was also made use of in the sphere of public law. It occurred in many different variations; in order to find its original wording, one has to consult the 17th Title in the 50th Book of Justinian’s Digest. In order to make good use of the maxims one has to take into consideration their wider context – the legal system at the time of Ulpian differed considerably from the one used during the Justinian’s era. Nemo plus iuris had also played a significant role in the law of obligations. In classical Roman law and in the times of empreror Justinian, the maxim was a rule of law and as such it allowed of no exceptions. For the correct interpretation and use of maxims it was also necessary to take under consideration the related maxims. In the case of nemo plus iuris such a maxim was nemo sibi ipsum causam possessionis mutare potest. The Latin legal maxim is often used in Polish legal discourse, although it is not directly expressed in statutory law.

Issue on illegal logging and related trade is a hot topic for the international community. It has brought the negative effects to the sustainable development on global society, economy and ecology, which is also one of the main objectives of international cooperation to combat with. At present, subjects of international law play a decisive role in combating illegal logging and related trade. The subjects of international law generally refer to states, intergovernmental organizations (IGOs) and part of non-governmental organizations (NGOs), which can have an independent international legal personality, enjoy rights and assume obligations of international law. As a responsible big country of the international community and state member of intergovernmental organizations and international treaties of forest resources protection, China ought to fully perform the obligations of international law. In face of illegal logging and related trade around the world, China should rationally tackle with it, resolutely crack down on it, and finally choose the sustainable development strategy based on rule of law.

The article develops the issues of application in investment practice of a number of official terms related to the turnover of digital financial assets as a subject of research. Their economic and legal content in the focus of the research objective is achieved by solving scientific tasks - determining the functional purpose of monetary claims as one of the types of digital financial assets and critically evaluating the relevant conceptual apparatus available in the current regulatory framework. Combination of general scientific, private scientific and special methods of cognition is used on the methodological basis of materialistic positivism. The doctrinal sources were the relevant scientific works of domestic and foreign authors, the materials of the official statistics of the Bank of Russia, credit institutions, professional participants in the financial market, specialized companies-operators as of 01 2025 were used as a statistical base. As a result, an empirical study of investment transactions made it possible to reveal the investment and economic content of digital financial assets in terms of their first variety - monetary claims. The conclusions were substantiated that the current regulatory provisions of Federal Law No. 259-FZ dated 31.07.2020 require adjustments in terms of clarification of both individual definitions and interpretations of a number of provisions concerning the conceptual apparatus. Based on the identification of the economic and legal nature and interpretation of type elements of the investment toolkit of digital financial assets, the authors propose relevant recommendations.