Public Limited Liability Companies Research Articles

INVESTIGATION OF SEAPORT AIR DUSTINESS AND DUST SPREAD

In the present study investigation of dustiness, performed at Public Limited Liability Company KLASCO, the Company of State Seaport of Klaipeda is described. During investigation the sources of dust formation and the main reasons, impacting the concentration of dust were analysed. Tests were performed at 12 points, located in two zones in the territory of the enterprise. Tests were also performed at the Terminal of Powdery Manure Discharge. Concentrations of dust of manure of potassium chloride during loading were measured. In order to evaluate impact of the enterprise, the data of measurements made at the same time in the northern part of Klaipeda city were used. The obtained data were demonstrated by Surfer 6 software. According to the isolines, analysis of dust spread was performed.

Cross-Border Mergers in Europe – Company Law is catching up! – Commentary on the ECJ's Decision in SEVIC Systems AG

In the much-anticipated decision of the Grand Chamber of the European Court of Justice (ECJ) in the SEVIC case, given 13 December 2005, the German rules governing (national) mergers were held incompatible with the fundamental freedoms. Some weeks earlier the European legislator adopted the 10th company law directive on cross-border mergers. Whereas the Regulation on the European Company (SE) provides for cross-border mergers of public limited liability companies since late 2004, the 10th directive extends this privilege to private limited liability companies. Until the national implementation of the latter, however, the fundamental freedoms might grant such right to private limited liability companies. Similar questions come up as regards to the outbound scenario, since the SEVIC case dealt with an inbound merger.

Silence Is Golden: The European Company Statute as a Catalyst for Company Law Arbitrage

Following the skimming process that led to its final approval in October 2001, the European Company Statute provides only a patchy set of uniform rules applying to the new legal form, the Societas Europaea or SE. The Statute covers a limited range of issues, most of them only partially and often leaving options open to Member States or to companies themselves. Matters not covered by the Statute are governed by the law on public limited-liability companies of the Member State in which the SE has its registered office and central administration. The purpose of this paper is to show that the very lack of a uniform regime on issues affecting a company's position (as prey or predator) in the market for corporate control may prove to be a key factor for the success of this new legal form. First, it is highlighted how the European Company may turn out to be an attractive vehicle for company-law shopping within the EU. Then, it is showed that the absence of rules on shares, and to a lesser degree on legal capital and financing enhances the appeal of the European Company Statute as a vehicle for company law shopping. Finally, the picture is broadened to discuss the very desirability of regulatory arbitrage (and competition) with specific regard to rules concerning deviations from the one-share-one-vote principle.

Selected problems concerning formation of a holding SE (societas europaea)

Formation of a holding SE is one of the four ways of establishing a European Company (societas europaea- ‘SE') as regulated in the Council Regulation No 2157/2001 on the Statute for a European Company (cited below: SE-Reg.). It is also an original way of European company law to create a joint stock company. It's true that companies are making use of the holding structure in order to combine their economic potentials and to create international groups of enterprises. But, as it was in the case of the formation of theAventis S.A., the holding structures usually come into existence by means of an increase of the subscribed capital in an existing company. The new shares are issued to the shareholders of another company who pay for it with the shares of their company. The operation results in formation of a holding structure in which the company that increased its capital, becomes a holding company dominating a company or companies the shares of which were contributed. The formation of a holding SE is guided by the similar idea: an exchange of the shares of national private or public limited liability companies into the shares of a European Company. However, in contrast to the Aventis like-cases, the dominant company, i.e. the SE, does not exist yet but has to be created by the companies according to the provisions of the SE-Regulation. This fact as well as many legal gaps existing in the scanty regulation of holding formation and the necessity to apply both the provisions of European and national law concomitantly may lead to many legal problems some of which will be presented below.

An Empirical Analysis of the Impact of Corporate Governance Mechanisms on the Performance of UK Firms

The agency model provides a number of ways to address the problems raised by the separation of ownership and control in public limited liability companies. In its Code of Best Practice, the Cadbury Committee proposed a variety of monitoring mechanisms which, if implemented, should improve corporate governance. As part of the Code, it was recommended that firms should have adequate non-executive director representation. They should also appoint an audit committee, the primary purpose of which was to monitor the auditing controls of the company. The extent to which these structures influence performance is analysed. In addition, we analyse the structure and calibre of audit committee membership and its effect on the performance of 312 large UK quoted companies. The effectiveness of the market for corporate control is investigated by means of take-over intensity by sector. We find that neither the independence of the committee membership nor the quality of the committee members has an effect on performance. However, we find that take-over intensity is negatively related to performance. This suggests that external control mechanisms are more effective than internal ones. When performance is split into deciles, there is some evidence that non-executive director independence and the market for corporate control are substitute governance mechanisms.

Acquisitions and firm characteristics: the importance of internal monitoring mechanisms

An important characteristic of public limited liability companies is that those which provide a company’s finance are not involved in the running of the business. It is therefore in the interests of the owners (shareholders) to ensure that the management team is implementing policies consistent with shareholder objectives. If the controls imposed by the shareholders are ineffective, the firm’s performance will suffer and it will become a takeover target. Compares the characteristics of a sample of acquired and non‐acquired firms. Finds evidence that acquired firms are less profitable than non‐acquired firms. Results show that the board structures of acquired firms make managerial discretion more likely. Finds that acquired firms are more likely to have a dual chief executive officer and chairman, have a lower proportion of non‐executive directors on the board and have non‐executive directors who are perceived to be less effective.

Cross-Border Mergers: A Private International Law Approach

In order to stimulate the common market and the cooperation between businesses therein the European Union has always tried to remove the differences between the national corporate laws of the Member States. In 1968 the first directive on corporate law entered into force and since then a number of directives have been drafted and some of them have entered into force. One of the initiatives in this field is the 1985 proposal for a tenth directive concerning the cross-border merger of public limited liability companies.

EC: Division of Public Limited-Liability Companies

EC: Division of Public Limited-Liability Companies