Položaj večinskega lastnika glede odločanja o vodenju poslov v delniški družbi - razlike med enotirnim in dvotirnim sistemom upravljanja

slovenian

2018

volume 44, issue 6/7

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

The article discusses the possibilities of a majority (controlling) shareholder to make decisions on the conduct of business in a public company. It concludes that this issue is regulated substantially differently in the Companies Act (ZGD-1), depending on whether it deals with a two-tier or a one-tier management system. In public limited companies with a supervisory board, the management board runs the company and decides on the conduct of business independently. Except in extraordinary cases, the majority shareholder and the general meeting have no (direct) power over these matters. This is fundamentally different in public companies with a one-tier system, where the majority shareholder can - through the general meeting - give instructions to the board or executive directors. The author analyses in detail the corporate legal institutes that provide such a relationship between the bodies of a public limited company.

25.03.2020