Odgovornost obvladujoče družbe pri dejanskih koncernih - primerjalno

slovenian

2017

volume 43, issue 2

audit   corporate group law   de facto group   enforcement of claims   liability for damages   liability of the dominant company   protection of creditors   protection of external shareholders   special audit   subsidiarity report

Narodna in univerzitetna knjižnica
(Obvezni izvod spletne publikacije)

This article covers the liability of the dominant company in a de facto group. The Act Amending the Slovenian Companies Act - (ZGD-1l) introduced changes to the field of liability in a de facto group. The author discusses the suitability of the arrangement before and after the implementation of the ZGD-1I Act and compares it to the German arrangement with the German Stock Corporation Act. A de facto group is presented first as one of the forms of affiliated companies, followed by the presentation of all of the institutes arranging protection in a de facto group. The article extensively presents the subsidiarity report and the related audit and special audit of the corporate group law, which represents the basis for further claims. The novelty in the field of liability of the dominant company are special institutes of corporate group law, which were arranged analogous to the general rules of corporate law before the ZGD-1I. However, the ZGD-1I arranged them as independent institutes in accordance with the corporate group law.. The author presents in detail all of the claims addressed to the dominant company as a consequence of liability for damages. At the end of the article, the author provides his views on the changes introduced by the new arrangement and provides his assessment thereof.

09.11.2017