Podrobnejša pravila varstva upnikov in manjšinskih delničarjev v koncernskem pravu (povezane družbe in podjetniška pogodba)

slovenian

2015

volume 41, issue 6/7

IUS SOFTWARE d.o.o.
(Obvezni izvod spletne publikacije)

The article discusses novelties pertaining to corporate group law introduced by the Amendment to the Slovenian Companies Act (ZGD-1I) which has implemented comprehensive amendments related to all types of links between companies. Nevertheless, the concept of corporate group law remains unchanged and continues to be based on the German model. The ZGD-1I addresses the shortcomings and, in certain parts, also the inadequacies and ambiguities of the existing regulation. In terms of novelties related to de facto groups, the regulation of elements of the subsidiarity report, its audit and the optional special audit are particularly noteworthy. As far as contract-based groups and integration are concerned, the ZGD-1I now includes provisions that facilitate the provision of information to shareholders. Provisions related to the terms and conditions under which claims for compensation of damages or loss incurred can be disposed of are also of great relevance.

19.01.2017