Corporate Governance and Compliance: Articles

The 10% and 20% limits when a joint-stock or limited liability company acquires its own shares, the financial assistance ban, frozen rights, disposal periods and the Capital Markets Board regime.

Requirements for contributing real estate, receivables, trademark, and software rights as capital in kind; expert valuation, registration, objections, and liability rules.

What can shareholders do if the company general assembly is not convened? The power to call, minority rights, deadlines and court applications in joint-stock and limited liability companies.

The effect of unauthorized company signatures, joint signature rules, internal directives and registry entries; later ratification, personal liability, lawsuits and means of proof.

Voting, dividend and board-representation rights of privileged shares; the special board's call, quorums, deadlines for actions, and the different rules for limited liability companies.

What happens if a controlling company causes its dependent company a loss? TTK 202, equalization, shareholder and creditor actions, full control, time limits and evidence.

Removal of a liquidator and liability for damages: shareholder and creditor actions, direct loss, notice, deposits, evidence and time limits.

Conditions for appointing a special auditor in joint-stock and limited liability companies, shareholding thresholds, the 30-day and three-month distinction, court application, the report and costs.

Damages action against a company manager or board member: company loss, proof, discharge, six-month period, limitation and mediation requirements.

Review the conditions for removing a limited company manager: just cause, defendants, evidence, limits on management authority, trustees and interim injunctions.

Information requests, inspection of books, refusal and silence deadlines in limited liability and joint-stock companies; the roles of the general assembly, the court, company secrets and proof.

Annulment of a general meeting resolution in joint-stock and limited companies: three-month deadline, recorded dissent, nullity, effect rule and stay of execution.

Contract, employee, collection and data risks in preventive corporate counsel; the obligation to retain a lawyer, the current fee schedule and an implementation plan.