Joint Stock Companies Research Articles

M&A contracts in Ukraine: legal regulation and the mechanism of their conclusion

The article is devoted to the study of legal regulation of M&A contracts and mechanisms of their conclusion in Ukraine as a generally accepted way of business scaling. The author establishes that, according to the current regulatory provisions, M&A contracts may be embodied in the following ways: reorganisation procedures of mergers and acquisitions; establishment of control over an enterprise by acquiring a share in the authorised capital or shares of a company; asset deal, as well as a loan agreement with an alternative obligation within the Diia City legal regime. The author stated the diversity of legislation on reorganisation in the form of mergers and acquisitions - the detailed, step-by-step, European-compliant regulation of mergers and acquisitions of joint stock companies contrasts with fragmented and scattered legislation on reorganisation of other types of business entities. It has been emphasised that despite the complexity and resource­consuming nature of reorganisation in the form of mergers and acquisitions, business entities use these procedures due to their inherent universal succession, which in turn leads to tax-neutral consequences of the changes. The author additionally argues that negotiability relates to the share in the authorised capital of a company, and not to corporate rights. Based on the analysis of the legislative framework and law enforcement practice, the author establishes that an alienation agreement of a share in the authorised capital may be: concluded with both company members and third parties; with or without consideration; concluded only in respect of a paid share (at the same time, the legislative prohibition on alienation of unpaid shares in an LLC is aimed at protecting the legitimate interests of other persons, not company members who have not paid for the share); concluded both orally and in writing. The author outlines the regulatory peculiarities of acquiring a significant and controlling shareholding in joint stock companies. The author systematises the types of contracts which are asset deals by their very nature. It has been substantiated the expediency of transferring debts as a part of a single property complex to its acquirer. The article examines the legal regulation of loan agreements with alternative obligations, which are in essence analogous to the convertible loan mechanism common abroad. The author emphasises that despite the principle of freedom of contract, a loan agreement with an alternative obligation cannot be used outside the legal regime of the Diia City. It was concluded that it is necessary to regulate in more detail the conclusion of such an agreement; the variables used in calculating the creditor’s share; the rights and obligations of the creditor and the debtor.

Protecting Minority Investors: Issues and Development Prospects under Russian Law

The article considers the protection of minority investors rights in joint-stock companies and limited liability companies under Russian law. Reflecting on the legislation and caselaw, the author states that a minority investor has a sufficient level to safeguard their rights. The author states a high level of guarantees for minority shareholders, however, concludes that the use of judicial remedies in some cases imposes an additional burden of proof on minority shareholders, namely when challenging general meeting resolution or increasing authorized capital of LLC. Plus, within the current regulation the most effective tools are mainly preventive (ex-ante) related to a balance of corporate governance embracing the minority investors interests through the charter and corporate agreement.

Анализ показателей российского финансового рынка

The financial market is a key factor in economic development, an important tool for the redistribution and transformation of investment resources, as well as a litmus test of the state's economic health. The peculiarity of the Russian financial market is its "youth" and "inexperience" in comparison with the markets of developed economies, the path of trial and error, inconsistency in the context of the uniqueness of the financial system of the Russian Federation. This market is particularly vulnerable and volatile in the face of sanctions and global economic turmoil, so it needs competent targeting guidance, effective tools and verified coordination methods and techniques. The fundamental problems of the Russian financial market are quite deep and do not always appear on the surface, which requires an in-depth and permanent tactical and strategic analysis of factors, causes, trends, trends and indicators that can correct the situation in a timely manner in any economic scenario in manual management. The article examines the main features, rallies, features and directions of the development of the financial market of the Russian Federation at the present stage. The analysis of the issuer's statements for 2005–2023, dividend payments for the same period is presented, the dynamics of growth of the segment of mutual funds and exchange-traded mutual funds is considered. A comparative structure of household financial assets in 2017 and 2023 is proposed, the share of different organizational and legal forms of joint-stock companies in the total number of joint-stock companies in 2019–2023, the share of different groups of banks in the value of assets of the Russian banking system in 2000–2023 is given. The final results of the study substantiate the importance of the role of the state as a regulator of the stock market, emphasize its Russian functions, and highlight its conceptual problems. The research is based on the analysis of foreign and Russian publications, as well as on statistical conclusions of financial and statistical data.

Revisiting the Corporate Governance–Firm Performance Nexus in Vietnam: Does Capital Structure Really Matter?

In this article, we investigate whether the capital structure moderates the corporate governance–firm performance nexus of Vietnamese firms. This study uses data from state-owned joint-stock companies to test the proposed hypotheses in two phases. In the first phase, we adopted and adapted the corporate governance quality (CGQ) index for the Association of Southeast Asian Nations (ASEAN) nations to design a questionnaire to evaluate the CGQ of state-owned joint-stock companies. In the second phase, we collected information from the company’s reports to assess CGQ, cross-check the data and finalise our evaluation. Then regression models were run to test two proposed hypotheses. Empirical findings show that CGQ exerts a positive impact on Vietnamese state-owned joint-stock companies’ performance. Moreover, our result confirms that firms’ capital structure moderates the CGQ–firm performance nexus. Our study implies that the government should promulgate legal frameworks and policies to establish superior legal infrastructure to build trust for investors and improve CGQ in state-owned enterprises. JEL Classification: M10, M12, M48, N40

Цифровые финансовые активы как технология фиксации имущественных требований и обмена данными о них

The authors explore the phenomenon of digital financial assets from the perspective of innovative investment technology. The dualism of legislative provisions interpreting the legal nature of these assets is criticized. The conclusion is substantiated that digital financial assets do not belong to objects of civil rights previously unknown to the Russian legal system, but represent property rights that are individualized in circulation by unique information codes. Being negotiable investment assets, they have a commodity-value nature; data on their ownership and transfer of rights to them are transmitted via Internet communications. Through digital financial assets, information technology has been implemented to record the property claims of participants in civil turnover and exchange data about them; they can submit mandatory requirements that are not legally prohibited from alienating them within the framework of assignable structures. Due to this innovative technology, participants in civil turnover receive the legal equivalent of a certain mandatory requirement in digital form, including a requirement fixed in equity securities, a requirement to transfer such securities, as well as corporate rights determined by participation in the capital of a non-public joint-stock company. The use of digital financial assets provides an opportunity for individuals and legal entities to build investment relationships with minimal intermediary participation, conduct financial transactions in a transparent manner, increase investment profitability, and simplify the search for counterparties.

Improving business performance: A case study at Vietnam dairy products joint stock company

Improving business efficiency is one of the most important goals of enterprises. In the context of current world economic integration, domestic and international competition is increasingly fierce, the requirement to improve business efficiency of enterprises is becoming more urgent. Especially for export enterprises, world economic integration has a very strong impact. In the process of international economic integration, Vietnamese enterprises must face increasingly fierce competition from foreign enterprises. Weaknesses in capital, management experience and technical level are barriers for Vietnamese enterprises in general and enterprises operating in the dairy industry in particular. The basic way to improve business efficiency is to find every measure to increase revenue or reduce costs, or make the rate of revenue increase or reduce costs, or make the rate of revenue increase faster than the rate of cost reduction, especially for dairy enterprises. The article will provide useful solutions to improve business efficiency at Vietnam Dairy Products Joint Stock Company. Keywords: Finance, Business, Business Activities.

An Infrastructure’s emissions assessment tool: AMICO - Account Method of Infrastructures embodied CarbOn

Abstract In 2013, the UK Infrastructure Carbon Review report highlighted how the infrastructure sector contributed to the national total emissions and, therefore, had a key role in contributing to the national reduction, adopting targeted strategies to reduce them. The main objective of AMICO’s research project: “Account Method of Infrastructures embodied CarbOn”, is the development of a tool for the analysis and parametric evaluation of carbon emissions (Embodied Carbon, EC) and energy resource requirements (Embodied Energy, EE) related to the design and construction of infrastructures (railway tunnels, bridges, highways …) AMICO tool is designed to be used for tendering, contract start-up and construction of infrastructure by Webuild Group (Italian Joint Stock Company) as part of a research project funded by MIMIT - Ministry of Business and Made in Italy, with the scientific support of the Politecnico di Torino (Department of Architecture and Design). AMICO aims to assess potential impacts in terms of greenhouse gas emissions (GHG) and potential primary energy resource needs over the infrastructure life cycle and at different design process stages, allowing designers and constructors to evaluate decarbonisation in their choices. AMICO is currently organised into two calculation models: 1. An Excel spreadsheet file, divided into worksheets containing algorithms for accounting of EC and EE, organised into two usage models: Basic, which will be used for tenders and the early design stage, and Advanced, which will be used in the detailed design or construction stage. 2. A code for the BIM environment that accounts for impacts (EE and EC) related to infrastructure systems (as defined by UNICLASS) combined and concurrently with design in the BIM environment (this section is not the focus of this paper). An innovation aspect is sharing a database of environmental data about materials and processes (transportation, construction, demolition) directly related to the Bill of Quantity without using Life Cycle Assessment software. The database will be integrated into the Datalake to speed up and optimise infrastructure design and construction work. You can set the database to the location of the work. Through data digitisation, AMICO is designed to be as automated, easy to fill in, and intuitive as possible.

Pulse diffusion welding of female joints

Special feature of operation of electrovacuum tubes, in particular the cathode assembly, is constant heating due to bombardment of its surface with electrons. Stable characteristics and durability of the cathode assembly depend on high-quality connection (welding) of the core surfaces with the emitter over the entire area of ​​the overlapped conjugation. The use of diffusion welding for joining a cathode assembly made of dissimilar materials is not possible due to the occurrence of poor welding fusion due to the presence of gaps in the ring sectors of the equipment, and, consequently, a decrease in the service life of the cathode assembly. The authors proposed to implement the process by combining magnetic pulse welding with diffusion welding. The originality of the work is the possibility of remote action on the joint through a dielectric quartz cup, which is a part of the technological vacuum chamber. The inductor system is outside the quartz cup, which allows heating the assembled unit without heating the tool – an inductor made of dissimilar materials – to a temperature of 700 ° C and higher. The authors determined the main parameters of the process of pulse diffusion welding in vacuum: pressure in the working chamber is В=0.66·10−2Pa (5·10−5mmHg); preheating temperature is T=700–1250°C; magnetic field pulse energy is W=5÷17kJ; operating frequency of current pulse discharge is fd=5–15kHz; magnetic pressure is Pm∙107N/m2. In this way, cathode assemblies of a wide range of metal pair combinations with a base diameter of d=20mm and a sample length of L=40mm were produced. The proposed technology has been successfully implemented and introduced at Tantal (Open Joint Stock company). The economic effect consists in reducing labor intensity and obtaining joints of stable quality.

Registrars as institutions for ensuring the development of the real sector of macroeconomics

Subject. This article discusses the importance of diversified institutions of the financial system, linking the functionalities of the financial and real sectors of macroeconomics. Objectives. The article aims to substantiate the need for such institutions to recognize professional participants of the securities market engaged in maintaining registers of securities holders (registrars), and formulate proposals that contribute to the qualitative disclosure of the potential of registrars in this capacity. Methods. For the study, we used the methods of systems and logical analyses, and the tabulation procedure. Results. The article presents the author-developed proposals aimed at the implementation and development of the potential of registrars as diversified institutions of the financial system, capable of ensuring the development of equity investment as a factor of qualitative and quantitative growth of the real sector of the macro-economy. Conclusions and Relevance. The arguments set forth in the article regarding the need to create an institution of insurance for direct investments of citizens in the creation of new and the development of existing joint-stock companies, the need to provide individuals with the right to register on the websites of investment platforms as persons attracting investments, and other formulated proposals will form the basis for creating norms that contribute to the development of the functionality of registrars, including registrars that are operators of investment platforms, and the realization of their potential as an effective diversified institution of the financial market. The presented proposals may be in demand in the future work of the Bank of Russia, as well as in the work of all interested specialists and scientists aimed at improving the efficiency of the financial sector.

Determining the Relationships between Newly Established Logistics Enterprises in Turkey Based on Foreign Trade Volume and Legal Status

The purpose of this study is to determine how newly established logistics businesses (NELB) in Turkey affect foreign trade volume. Additionally, it aims to identify the relationships between NELB and businesses based on their legal status. The data used in this research, covering the years 2013-2021, were gathered from the open-access sites of the Turkish Statistical Institute (TUIK). IBM SPSS Statistics 20 software was used to analyze the data. The Pearson Correlation analysis method was chosen to evaluate the relationships between variables. According to the analysis results, NELB has a strong positive effect on Turkey's foreign trade volume (Sig. (2-tailed) = 0.03 and Pearson Correlation = 0.857**). Additionally, there is a strong positive relationship between NELB and businesses categorized as "real person" (Sig. (2-tailed) = 0.01 and Pearson Correlation = 0.887**) and "limited company" (Sig. (2-tailed) = 0.016 and Pearson Correlation = 0.767**), based on their legal status. However, no relationship was found between businesses with legal statuses such as ordinary partnership, joint-stock company, cooperative, and other types.

Alternative heat supply systems of JSC “Ukrzaliznytsia” facilities

In the conditions of constant attempts of rocket and bomb attacks, the development of alternative options for heating systems of objects of joint-stock company (JSC) “Ukrzaliznytsia” has become extremely urgent. Moreover, at some objects equipped with gas boilers, full or partial depreciation of the equipment takes place. Therefore, it is urgent to develop promising options for heating systems. First of all, it can be not only gas, but also electric boilers. Sometimes, during the development of alternative options for investment projects, the method of “reduced costs” is used, which became widespread even in the times of the USSR. But this method does not take into account the change in the value of money during the implementation and operation of the equipment. Therefore, an approach was proposed to determine the costs of implementing heating systems of Joint-stock company (JSC) “Ukrzaliznytsia” facilities, which takes into account the fact that costs depend on the value of money. As a result, it was shown that at the current level of equipment costs and electricity tariffs and gas prices, it is more appropriate to use heating systems based on electric boilers, and the use of the “reduced costs” method to determine the feasibility of implementing heating systems is not unacceptable.

The pursuit of socioemotional wealth and the management of the Hudson’s Bay Company, 1809–1863

Although generally described as a publicly owned joint-stock company motivated to bring dividends for its investors, during one of the most important phases of its history (1809–1863), the Hudson’s Bay Company operated as a family business. This paper outlines why the HBC should be considered a family business during these years, and the significance of this for understanding both the HBC and the nature of family business more broadly. Three related arguments are made throughout: that the four families controlling the HBC were motivated by what Gomez-Mejia et al. describe as socioemotional wealth (the social and emotional value family owners ascribe to their companies); that this fact shaped company governance structure, key policy decisions, how it hired employees, and how it managed succession; and, that these different families sometimes pulled the company in contradictory directions.

How organizational citizenship behaviors promote job performance: evidence from the aviation industry

In the 21st century, the working environment is changing rapidly, and competition is fierce. In industries such as airlines, it is crucial to identify the factors that drive employee performance. This study aims to determine the elements of organizational citizenship behaviors (OCBs) that have an impact on work performance. A mixed research method was employed for the study, which collected survey data from 195 employees of ground service companies in Vietnam, including Saigon Ground Service Company (Sags), Vietnam Airport Ground Service Company (Viags), and Hanoi Ground Service Joint Stock Company (Hgs). The results revealed that five factors of OCBs affect job performance, ranked in descending order: (1) Voice-speaking up about concerns, (2) civic virtue, (3) conscientiousness, (4) courtesy, and (5) altruism. The study also proposed some implications for managers of ground service companies to enhance their employees’ job performance.

About the role of PJSC «Krasnoe Sormovo Plant» in providing logistics for water transport in Russia

This work is devoted to the analysis of the role of PJSC «Krasnoe Sormovo Plant» in providing logistics for water transport in Russia. The article provides information about the history of the company's development from the moment of its creation to the present. Special attention is paid to the activities of PJSC "Krasnoe Sormovo Plant" on the development and implementation of plans for the renewal of the fleet of ships in the modern period, which depend on the conjuncture of the freight market, the availability of credit resources, the general state of the economy, the development of the transport system, the state of port facilities and waterway infrastructure. Statistical data characterizing the financial and economic condition of a public joint stock company are presented. The promising areas of activity of PJSC "Krasnoe Sormovo Plant" to meet the needs of the state in implementing a policy of improving transport logistics, attracting additional cargo flows to inland waterway transport are outlined.

Legal Aspects of Liability of Participants (Shareholders) of Joint Stock Companies in the Republic of Uzbekistan for Breach of Corporate Obligations

This article considers legal aspects of liability of participants (shareholders) of joint stock companies in the Republic of Uzbekistan for breach of corporate obligations. The article analyses both national normative legal acts and international standards and practices of regulation of shareholders' liability. The author has considered issues related to mechanisms for protecting the rights of shareholders and creditors, as well as imposing sanctions on shareholders for breach of corporate obligations. In addition, recommendations were made to improve legislation in this area.

An Atypical Joint Stock Company under Turkish Law: Basic (Atypical) Principles in the Establishment and Share Issuance of Investment Companies with Variable Capital

An Atypical Joint Stock Company under Turkish Law: Basic (Atypical) Principles in the Establishment and Share Issuance of Investment Companies with Variable Capital

Audit committee and the quality of financial reporting information - evidence in the new organisational structure of Vietnamese listed companies

The Audit Committee (AC) is a new part of organisational structure of a joint-stock company (JSCs), which has just been legislated in Vietnam since 2021. The AC aims to supervise activities to enhance the truthfulness and fairness of financial reporting information. The article aims to analyze and evaluate the actual effectiveness of the AC in improving the quality of financial statement information. The secondary data including 255 observations from listed companies that have established AC. We carried out analysis and forecast using the binary logistic model. The results show that the AC has played a primary role to improve the quality of financial statement information.

INFORMATION AND DIGITAL TECHNOLOGIES OF LEADING INDUSTRIAL ENTERPRISES OF VOLOGDA REGION

The article is devoted to a theoretical analysis of the development of information and digital technologies in the industrial industry using the example of leading enterprises in the Vologda region - Public Joint Stock Company Severstal and Joint Stock Company Apatit. An analysis was carried out on the composition and effectiveness of the information and digital technologies used. Examples of information and digital technologies used at these enterprises of the Vologda region (PJSC Severstal, JSC Apatit) are given, the technologies used and the economic effect of their use are indicated. The influence of the use of digital technologies on the efficiency of the production process of these enterprises is investigated. According to forecasts, global spending on digital technologies in the chemical industry will reach more than $7 billion by 2031. An analysis was made of the effectiveness of the use of digital technologies in the activities of PJSC Severstal and JSC Apatit, their positive impact on operating and business processes, channels of interaction with consumers. It is emphasized that the digital economy in the Russian Federation is developing at an increasing pace; among the main prerequisites for the formation of the digital economy in the Russian Federation, the following are highlighted: the growth in the number of Internet users, the development of e-commerce, and the expansion of the IT industry. In the metallurgy and chemical industries, the key opportunities for transformation based on digital technologies are: the Internet of things, big data analysis, electronic document flow of companies, augmented reality, robotization, more efficient utilization of production capacity. It is noted that mainly large enterprises in the industry that have the financial capacity for innovative changes are subject to active digital transformation. An important step towards solving the problem will be training relevant specialists in a digital environment and increasing the innovative activity of personnel.

IMPROVING APPROACHES TO ASSESSING THE ECONOMIC EFFICIENCY OF SUBSIDIZING LARGE AGRICULTURAL ENTERPRISES

The relevance of this scientific study is determined by the important role of state support in the effective functioning of large agricultural enterprises of the Russian Federation and the Udmurt Republic. The purpose of this article: to study theoretical approaches and substantiate practical directions for increasing the efficiency of state support for large agribusiness. In the work on the article, the following research methods were used: analysis and synthesis, generalization, comparison, classification. The authors give the concept of subsidy as the main form of financial support for agricultural producers. Based on the analysis of regulatory and legal documents, the existing types of subsidies for animal husbandry, the procedure for their determination and the conditions for their provision were considered. Based on the analysis, the purpose, object and subject of this scientific research are justified. The article analyzed the existing scientific methods for quantifying the effectiveness of state support, which can be conditionally divided into four groups. Given the limited scope of the article, analytical research and practical calculations are limited to one enterprise - Voskhod Joint-Stock Company, which, in our opinion, did not affect the integrity of the article. The production and financial indicators of the company for 2021-2023 are given. The analysis of subsidies received by the enterprise by areas and by budget sources is given. The calculation of subsidy efficiency indicators according to the methods of E. Mukhina and E. Fedotova is presented in detail. It was concluded that it is necessary to further develop the approaches on which the assessment of the effectiveness of state support in general should be based, as well as auxiliary indicators for assessing the effectiveness of state support for agricultural organizations at the regional level are given.

Визначення ефективності корпоративного контролю в інтеграційних об’єднаннях акціонерних товариств на засадах економічної безпеки

This article aims to analyze and develop organizational and methodological tools to enhance the effectiveness of corporate control in integration associations of joint-stock companies based on ensuring economic security. Research methods include a comprehensive analysis of literary sources, theoretical modeling of corporate control structures, comparative analysis of existing practices, and developing methodological recommendations based on a systemic approach. Critical issues in corporate control of integration associations have been identified, and organizational and methodological support have been developed, which includes organizational, methodical, informational, legal, financial, and control components to enhance the effectiveness of corporate control. The scientific novelty lies in the development of the author’s definition of “organizational and methodological support for the effectiveness of corporate control in integration associations of joint-stock companies based on economic security” as a comprehensive system of managerial and methodological measures aimed at creating, implementing, and supporting an effective corporate control structure in integration associations of joint-stock companies. It also involves building a conceptual scheme for implementing organizational and methodological support for the effectiveness of corporate control in these associations based on economic security, which includes components of organizational and methodological support, methods of implementation, and expected outcomes. The practical significance of the research lies in developing approaches and recommendations that joint-stock companies can use to optimize corporate governance, enhance transparency, and reduce risks within the framework of economic security. Prospects for further research include expanding the study to an international level to analyze integration associations under various legal and cultural conditions, as well as the introduction of innovative technologies in corporate control to enhance its effectiveness. Keywords: corporate control, economic security, integration associations, joint-stock companies, organizational and methodological support, corporate management.