Private Limited Liability Companies Research Articles

Analysis of the epidemiological traits of occupational pneumoconiosis in Qinhuangdao between 1961 and 2020

Objective: To study the prevalence of occupational pneumoconiosis in Qinhuangdao from 1961 to 2020 and offer a foundation for developing occupational pneumoconiosis prevention and control methods. Methods: In December 2020, the data of occupational pneumoconiosis cases diagnosed by medical institutions with occupational disease diagnosis qualifications in Qinhuangdao City from 1961 to 2020 were collected Anova or kruskal-Walls tests and chi-square tests were used for inter-group comparisons of continuous and categorical variables, and LSD tests or Tamhane T2 tests were used for multiple comparisons. Results: Between 1961 and 2020, 384 cases of pneumoconiosis were documented in Qinhuangdao, of which 382 (99.5%) patients were men and 2 (0.5%) were women. The average dust service duration is 15 (9, 25) years, with a minimum duration of 0.5 years and a maximum duration of 49 years; Cases were primarily distributed in Qinglong Manchu Autonomous County (187 cases, 48.7%) and the Haigang district (160 cases, 41.7%) ; Type of pneumoconiosis was silicosis (340 cases, 88.5%), mainly 273 cases (71.1%) of stage I, 88 cases (22.9%) of stage II, and 23 cases (6.0% of stage III) ; Cases of Phase II and III and with short lengths of service are mainly concentrated in medium-sized, small, private limited liability companies and collective enterprises. Rrock work (166 cases, 43.2%), and loading kiln workers (42 cases, 10.9%) were the main types. Conclusion: Because the distribution of pneumoconiosis cases in Qinhuangdao city is concentrated and the length of service is decreasing, it is important to enhance the oversight of important area, businesses, industries, and job categories in line with the growth of the region's mineral resources.

Critical Review of Private Limited Liability Hospitals in the Perspective of Article 34 Paragraph (3) of the 1945 Constitution

Fulfillment of health one of which is the provision of hospitals which is the responsibility of the government, which cannot be transferred to the private sector like a Limited Liability Company. This has been clearly regulated in Article 34 paragraph (3) of the 1945 Constitution. This then became the background and also became the main focus of the study entitled "Critical Review of Limited Liability Company Private Hospitals in Perspective of Article 34 Paragraph (3) of the 1945 Constitution". This study focuses on the main problem, namely whether private limited liability companies comply with Article 34 paragraph (3) of the 1945 Constitution. The research method used is normative law which is qualitative in nature to analyze data and statutory regulations and Pancasila as the political basis of Indonesian health law, this study used focused interviews with informants. In this study it was concluded that the presence of a private limited liability company hospital is contradictory and not in accordance with Article 34 paragraph (3) of the 1945 Constitution and Pancasila

Provider Ownership and Indicators of Service Quality: Evidence from Swedish Residential Care Homes

Abstract The provision of public services by for-profit and non-profit organizations is widespread in OECD countries, but the jury is still out on whether outsourcing has improved service quality. This article seeks to nuance existing debate by bringing to the fore variation in service quality between different types of non-public providers. Building on theories of dimensional publicness and incomplete contracts, we argue that different forms of non-public ownership are associated with varying intensity of incentives for profit maximization, ultimately affecting service quality. Using residential elder care homes in Sweden as our universe of cases, we leverage novel panel data for 2,639 facilities from 2012 to 2019, capturing the ownership type of the care home operators, against a set of indicators pertaining to inputs, processes, and outcomes. The results suggest that non-public providers with high-powered incentives to make profit, such as those owned by private equity firms and publicly traded companies, perform worse on most of the selected indicators compared to private limited liability companies and nonprofits. Our findings that the intensity of quality-shading incentives is not the same for all non-public providers have important implications for government contracting and contract management.

Article: The Age-Old Distinction Between Public and Private Limited Liability Companies: Should It Stay or Should It Go?: A figment of academics’ imaginations

This article attempts to answer the question whether the distinction between public and private companies is still needed or whether it is outdated. The question will be answered from an EU perspective, while taking the Dutch legal system as a leading example. In the Netherlands, there was a huge time-gap between the introduction of the public company in 1811 and the introduction of the private company in 1971, 160 years later. This seems to justify the question whether we needed the private company at all. Public company, private company, minimum capital requirement, capital maintenance rules, bearer shares, registered shares

Finance, Investment and Decolonisation in Nigeria

Abstract Given the relative scarcity of capital and the small volume of savings in most African economies at independence, the establishment of stock exchanges and their regulation showed that several countries considered them as strategic financial intermediaries for channelling capital to their national, and even regional, economies. This article examines the Lagos Stock Exchange’s formative years as a political process of Nigeria’s decolonisation and the First Republic. Originally incorporated as a private limited liability company on 15 September 1960, and as the first stock exchange in West Africa and the region’s largest economy, the new financial intermediary defined the relationship between the post-independence state and the growing capital market during a period of considerable political and economic changes. The role of the post-independence state and state-owned enterprises in facilitating the trade on the Lagos Stock Exchange broadens the analytical scope of this investigation to identify the sources of Nigeria’s development finance. While significant efforts were taken to grow private individual participation in the share trade and ownership, the early years of the Lagos Stock Exchange were ultimately marked by the dominance of institutional investors such as state-owned enterprises and private commercial banks.

Individual Owner Compensation in a Hybrid Limited Liability Entity in a Comparative Context: LLC (the USA), LLP (the UK) and the Small Partnership (Lithuania)

The article examines regulatory approaches to individual owner compensation that does not take the form of profit sharing in a hybrid limited liability entity in the three jurisdictions—in a limited liability company (LLC) in the USA, a limited liability partnership (LLP) in the UK (for the sake of accuracy only England will be referred to hereafter), and a small partnership with all members-individuals mandatorily in Lithuania. The comparative analysis reveals a divergence in the regulatory approaches to compensating a hybrid entity owner for the entrepreneurial efforts in small and medium-sized businesses. The most flexible regime includes the default no-compensation rule coupled with the possibility for an owner to act in a non-member capacity and it applies to an LLC in the USA under ULLCA. The Lithuanian legislation imposes the most rigid approach and prohibits a member from compensating for an additional role (either as an employee or an independent contractor) in a small partnership (save for a member–manager in a manager-managed small partnership and a member representative in a member-managed small partnership). England follows an intermediate approach and allows members of an LLP to depart from the no-compensation rule; but England will likely restrict the dual status of a member–employee in the entity. The article concludes that, although partnership principles heavily influence the owners’ role in a hybrid entity, the general ban foreseen in the Lithuanian legislation needs to be modified to allow similar freedom as a private limited liability company has to reward hybrid entity owners for their efforts in running business operations.

The New Belgian Companies Code: A Primer

Belgium significantly reformed its company law. The number of company forms has been reduced and the new Companies Code introduced a limitation on the directors' liability. Belgium also shifted from the real seat to the statutory seat. The legislator promotes the private limited liability company or “BV” as the most important form of company. The BV has no capital, but equity and can be structured according to the wishes of the founders. Further, companies can opt for a monistic or dualistic governance structure and voting rights can now be modulated. However, listed companies can only opt for double voting rights for loyal shareholders. The modernization of the Belgian company law must be welcomed, but the hasty introduction requires numerous technical corrections that the Belgian Parliament is currently preparing.

Creating a New Legal Form: The Gmbh

The most common business enterprise form in Germany today is the Gesellschaft mit beschrankter Haftung (GmbH). The GmbH offers entrepreneurs the partnership’s flexibility combined with limited liability, capital lock-in, and other traits associated with corporations. Earlier enterprise forms such as the partnership and corporation were codified versions of longstanding practice; the GmbH, on the other hand, was the lawgiver’s creation. Authorized in 1892, the GmbH appeared during a period of ferment in German enterprise law and was an early example of the “Private Limited-Liability Company” (PLLC) prevalent in many economies today. This paper traces the debates and the legislative process that led to the GmbH’s introduction. The new form reflected challenges created by the corporation reform of 1884, problems in German colonial companies, and the view that British company law had put German firms at a competitive disadvantage. Many new enterprises adopted the GmbH, but significant sections of the financial and legal community harbored strong reservations about this legal innovation.

Shareholder Conflicts in Close Corporations between Theory and Practice: Evidence from Italian Private Limited Liability Companies

Shareholder conflicts are said to be the Achilles heel of close corporations. They materialize in different ways and shapes, mostly in the form of majority oppression, minority abuse or shareholder deadlocks. Different cognitive biases and heuristics, as shown by the behavioural law and economics movement currently so much in vogue, contribute to their emergence (such as over-optimism, strategic behaviour, availability and representativeness heuristics, information asymmetry). In international corporate law practice, depending on the concrete governance goal to be achieved, entrepreneurs employ various contractual safeguards to effectively prevent and resolve the above shareholder conflicts. The most common are restrictions on the transfer of shares (e.g., the right of first refusal, consent clauses), special prerogatives for minority shareholders (e.g., veto rights over management decisions, super-majorities for fundamental corporate actions) and expulsion clauses, while more experienced players also recur to drag-along or tag-along arrangements, as well as to shoot-out procedures. The present article builds upon this framework in order to conduct probably the first thoroughly comparative law in action research on a representative data set of Italian private limited liability companies (srl) incorporated in South Tyrol and Milan. The empirical findings, with some unexpected variations between the two places of incorporation, suggest that with reference to conventional safeguards (the right of first refusal, consent clauses, etc.) a more or less significant degree of contractual sophistication can be observed, while innovative clauses such as tag-along or drag-along provisions are generally lacking. The explanation likely lies in the fact that legal advisers path-dependently imitate standardized corporate charter terms widely acknowledged and tested among the legal community rather than investing considerable efforts in the drafting of optimal customized arrangements. The social and economic costs correlated to sub-optimal and status quo-biased contractual design might not be taken into due consideration. This article also provides useful policy suggestions for the legislator and practitioners for the drafting of the best-fitting corporate charter.

Small and medium-sized enterprises and their use of organizational forms in Japan after World War II

ABSTRACTThis study investigates how people recognize and use organizational forms in the process of economic development. In order to do this, I will focus on the recognition and use of the corporate form as well as the private limited liability company (PLLC) form in Japan after World War II (WWII).Before WWII, the corporate form was considered as an instrument for big businesses, while the PLLC was for small and medium-sized enterprises (SMEs). After WWII, however, many SMEs started to use the corporate form, even though they could not fulfill all the legal obligations. Even though this situation was criticized as ‘abusive’ use of the corporate form, SMEs continued to use it, but the extent to which they preferred it to the PLLC form has changed over time.By referring to discussions of legal scholars as well as statistical data, I found that several different factors affected this phenomenon: the trustworthiness of corporations, the cost of using the corporate form, and its usefulness for the modernization of management.

Regulatory Competition in European Company Law. Where Do We Stand Twenty Years after Centros?

This article provides an overview of freedom of establishment and developments in the European market for corporate charters twenty years after the ECJ's important Centros decision of March 1999. Both for initial incorporations and reincorporations, ECJ case law has emerged as a key driver in providing the demand side the possibility to freely choose the applicable law. In fact, private limited companies in particular have reacted positively to the opportunities offered. From the supply side perspective, Member States have responded to the new challenges, particularly with respect to the relaxation of the minimal capital requirements of private limited liability companies. Nevertheless, the recent Kornhaas case of 2015 has complicated the picture of the European market for corporate charters, with the possible intersections between company law and insolvency law that may modify the incentives for a free choice of company law.

The Individual Creditor’s Right to Hold a Corporate Shareholder Liable for an Insolvent Company’s Obligations Outside Bankruptcy Proceedings: The Lithuanian View

Lively discussions on civil liability of companies’ directors towards the creditors of financially distressed companies have been going on for decades. Recent trends in Lithuanian case law, however, show that, in parallel, creditors of private limited liability companies have also shifted their focus to other real masters of business—controlling shareholders—by, rather aggressively, enforcing shareholders’ liability for obligations of insolvent companies. Since recovery rates of unsecured creditors in insolvent liquidations are rather modest, creditors seek to by-pass collective bankruptcy proceedings and bring actions against the abusive shareholder exclusively for their own benefit outside bankruptcy proceedings. Based on comparative examples, the article aims to analyse and evaluate the Lithuanian legal framework by addressing the standing of an individual creditor to hold an abusive corporate shareholder liable for an insolvent company’s obligations from the perspective of competing damage claims between an individual creditor and a bankruptcy administrator. The analysis includes both ordinary and fraudulent bankruptcies.

Limited Liability Companies in the Slovak and European Legal Context

Abstract This paper analyses provisions of a Limited Liability Company under the Slovak Commercial Code, mainly conditions governing the process of foundation and incorporation of the company and the structure of company bodies. Legal provisions of the Limited Liability Company are primarily compared with Private Limited Company by Shares established according the Companies Act 2006 and secondarily with proposal for a Directive of the European Parliament and of the Council on single-member Private Limited Liability Companies. The result of the research is a comparison of the Slovak and the British legislation and an effort to predict the future development of Private Limited Liability Companies in the European area.

Shareholder Conflicts in Close Corporations: Between Theory and Practice. Evidence from Italian Private Limited Liability Companies

Shareholder conflicts are said to be the Achilles heel of close corporations. They materialize in different ways and shapes, mostly in the form of majority oppression, minority abuse or shareholder deadlocks. Different cognitive biases and heuristics, as shown by the behavioral law and economics movement currently so much in vogue, contribute to their emergence (such as overoptimism, strategic behavior, availability and representativeness heuristics, information asymmetry). In the international corporate law practice, depending on the concrete (principal-principal) governance goal to be achieved, entrepreneurs employ various contractual safeguards to effectively prevent and resolve the above shareholder conflicts. The most common are restrictions on the transfer of shares (e.g., right of first refusal, consent clauses), special prerogatives to minority shareholders (e.g., veto rights over management decisions, super-majorities for fundamental corporate actions) and expulsion clauses, while more experienced players also recur to drag-along or tag-along provisions, as well as to shoot-out procedures. The present article builds upon this framework in order to conduct probably the first wholly law-in-action research on a representative dataset of Italian private limited liability companies (srl) incorporated in South Tyrol and Milan. The South Tyrol represents the paradigm model of the Italian SME market, while Milan occupies an “outlier” position as the major international financial and economic marketplace. The first empirical findings suggest that with reference to “conventional” safeguards (right of first refusal, consent clauses, etc.) a significant degree of contractual sophistication can be observed, while more innovative clauses such as tag along or drag along provisions are generally missing. The explanation may lie in the fact that legal advisers path-dependently imitate standardized corporate charter terms widely acknowledged and tested among the legal community rather than investing considerable efforts in the drafting of optimal customized arrangements.

Redefining the Freedom of Establishment under EU Law as the Freedom to Choose the Applicable Company Law: A Discussion after the Judgment of the Court of Justice (Grand Chamber) of 25 October 2017 in Case C-106/16, Polbud

On 25 October 2017, the Court of Justice handed down a judgment in the Polbud case (C-106/16). This is the result of three preliminary questions raised by the Polish SC. The facts in the case concern the Polish private limited liability company which wanted to transfer its registered office to Luxembourg and to change its legal form. In general, the questions refer to two pertinent issues: first, if the national law providing for mandatory company’s liquidation in case of transferring the company’s seat abroad complies with the EU law, and second, if the so-called isolated cross-border conversion is covered by the freedom of establishment. With little doubt, the first question was answered in the negative. As to the second issue, the Court holds that it is not mandatory in the light of EU law for the company wishing to transfer its registered office and convert itself into a company governed by the law of another MS to establish an economic presence in that MS. It is likely that the Court of Justice’s findings will open another Pandora’s box with many unknown results, mainly concerning minority shareholders’ and creditors’ protection as well as further (un)desired liberalisation of the internal market.

Corporate Mobility in Europe: New Hand in Corporate Shopping after the Judgment of the Court of Justice in Polbud-Wykonastwo (C-106/16)

On 25 October 2017, the Court of Justice handed down a judgment in the Polbud case (C-106/16). This is the result of three preliminary questions raised by the Polish SC. The facts in the case concern the Polish private limited liability company which wanted to transfer its registered office to Luxembourg and to change its legal form. In general, the questions refer totwo pertinent issues: first, if the national law providing for mandatory company’s liquidation in case of transferring the company’s seat abroad complies with the EU law, and second, if the so-called isolated cross-border conversion is covered by the freedom of establishment. With little doubt, the first question was answered in the negative. As to the second issue, the Court holds that it is not mandatory in the light of EU law for the company wishing to transfer its registered office and convert itself into a company governed by the law of another MS to establish an economic presence in that MS. It is likely that the Court of Justice’s findings will open another Pandora’s box with many unknown results, mainly concerning minority shareholders’ and creditors’ protection as well as further (un)desired liberalisation of the internal market.

Pravno uređenje odnosa članova u zatvorenim (closely held) društvima na primjeru hrvatskog društva s ograničenom odgovornošću

This article analysis regulation of legal relationship between shareholders in closely held company. Authors define “closely held companies” by functional approach, analyzing specific features which distinguish this type of companies from all other companies, regardless of their legal form. Available data suggests there are a significant number of these companies in Croatia and abroad. There are two basic corporate governance challenges in closely held company concerning the shareholders relations: potential abuse of its position by the majority shareholder, especially when majority shareholder acts as manager and the so-called “deadlock” when shareholders cannot reach agreement on any decision necessary for normal functioning of the company. Personal relations between the shareholders are in the core of these corporate governance issues. The Croatian private limited liability company is a model of closely held company in Croatia. Thus, this article analysis the withdrawal and exclusion of shareholders in Croatian court practice and its significance for solving the conflicts between shareholders in order to preserve the company. Authors advocate for more extensive use of the right to autonomously regulate the relationships between the shareholders in closely held companies. In that regard, authors suggest to use articles of association for more precise regulation of shareholders relationship, to set higher quorum when deciding important decisions in shareholders’ meeting which would empower the minority shareholders, to leave the important decisions on governing the company in the scope of the shareholders’ meeting and other. Also, authors consider that formation of supervisory body could contribute to achieve balance between the shareholders, especially between the majority and minority shareholders. Set of recommendations set in corporate governance codes could be of great use when drafting the articles of association. In that regard, authors call for de lege ferenda implementation of such a code, following the established practice on the comparative level

Will the sup be an Effective Legal Form for smes as Well as for Subsidiaries within the European Union?

In 2014, the Commission published a proposal for a Directive that introduces a single- member private limited liability company, under a common label: Societas Unius Personae (sup), into the national legislation of the eu-Member States. In this publication it is examined what kind of legal forms of capital companies already exist in the eu-Member States and whether the sup is a welcome addition. The proposed legal form of the sup is analysed in order to answer the question whether the sup is an appropriate legal form for smes and subsidiaries. Furthermore attention is paid to issues which generally arise when the European legislator attempts to introduce a new legal enterprise-form, such as the sup. The authors conclude that there are no irreconcilable differences between the laws of the eu-Member States that might hinder the introduction of the sup. Also the European principles of subsidiarity and proportionality will not constitute an obstacle.

'Business Organization in the Long Run: Private Limited Companies Rule!'

A long tradition in the economics, corporate law, and corporate finance literatures presumes the general superiority of the corporation as a form of business organization. A more recent tradition claims that countries with Anglo-American legal systems afford investors greater protection than countries with civil-law systems. This article challenges both claims. We focus on the introduction of the private limited-liability company (the PLLC) in France, Germany, the United Kingdom, and the United States in the late nineteenth and twentieth centuries. The PLLC combined the advantages of legal personhood and joint stock with flexible internal governance rules. It allowed business people to avoid the threat of untimely dissolution inherent in partnerships without taking on the full danger of minority oppression that came with the corporation. The PLLC was successfully introduced first in Germany, a code country, and last in the US, a common-law country whose courts had effectively killed earlier attempts to enact the form. Using data on the number of firms organized under various enterprise forms, we show that the PLLC became the form of choice for small- and medium-size enterprises wherever it was introduced, even in countries where incorporation was cheap and easy and the regulatory burden on corporations was light.

Pre–Emption Right of Shareholders to Purchase Shares for Sale in Private Limited Liability Companies: The Problematic Legal Remedies

This article analyses the problems that can arise when implementing the rights of shareholders in private limited liability companies to purchase the shares of another shareholder being for sale in priority to others and the possible legal remedies for violated rights. According to the practice of the Lithuanian Supreme Court, the rights of the buyer cannot be assigned to a private limited liability company shareholder whose pre-emption right to purchase the shares being for sale has been breached. However, in this article it is being argued that perhaps in certain exceptional cases, in order to create fair business practice and ensure a “tangible” result for the plaintiff in relation to the judgment, the court could (should) take advantage of the freedom to maneuver and, by implementing justice, change the method of restitution (pertaining to the subject) – assign the shares to the plaintiff (an aggrieved shareholder) simultaneously creating an obligation on the same person to settle properly with the last owner of the disputed shares.