Review of European and Comparative Law, 2022, Vol. 51, No 4

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https://hdl.handle.net/20.500.12153/4089

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Now showing 1 - 5 of 11
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    National self-governments in Hungary and Serbia in the context of public power decentralising solutions
    (Wydawnictwo KUL, 2022) Adamczyk, Andrzej
    The aim of the paper is to verify a thesis according to which countries which are considered to be the most representative examples of implementing the national cultural autonomy concept (Hungary and Serbia) in fact use the construct of national minority self-government, which, according to administrative law commentaries, is classified as non-territorial, or special self-government. In order to fulfill this task two decentralisation solutions which are aimed at pursuing national and ethnic minorities’ ambitions to maintain and enhance their cultural identity: national minority self-governments and national cultural autonomy has been presented. These legal constructs are not equivalent, although in international literature on the subject they are often treated as synonyms. In this context Serbian and Hungarian regulations has been presented and assessed.
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    Duty of loyalty and due care of the board member under Polish law
    (Wydawnictwo KUL, 2022) Pinior, Piotr
    Duty of loyalty and due care of the board’s members have been lately introduced to the provisions of the Polish Commercial Companies Code. This paper aims to define the duty of loyalty and due care of the board members, as presented in the Polish doctrine, as well as in the British, Spanish, and German laws. Additionally, the impact of the new provisions on the liability of the board members shall be described.
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    Interest of the Company- the Discussion on Axiological Choices
    (Wydawnictwo KUL, 2022) Stefanicki, Robert
    The obligation to act professionally and loyal to the managed corporation is a statutory component of the organizational relationship and expresses the essence of these bonds and the sense of entrusting the values of the company to these hubs for the purpose of its proper management. The sources of the administrator’s duties cannot be limited to respecting statutory injunctions and prohibitions, since they designate only border points. They do not constitute a casuist regulation of all situations. Assuming the legislator’s praxeological and axiological rationality in the process of legislating, it would be necessary to involve a lack of due professional diligence on the basis of civil law liability. However, most courts, as well as the majority of the representatives of doctrine, do not recognize the basis of this responsibility in the mere failure to observe the standards in question, regardless of the seriousness of negligence or inefficiency in the exercise of functions.
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    Social Enterprises, Cooperatives or Benefit Corporations? On Reconciling Profit and the Common Good in Doing Business from a Polish Perspective
    (Wydawnictwo KUL, 2022) Dąbrowska, Justyna
    The aim of the article is to demonstrate that economic, technological and social changes, also thanks to the principle of sustainable development, lead to the transformation of existing and the emergence of new hybrid forms of conducting business activity. On one hand, there is a noticeable expansion of social economy mechanisms that reflect an ‘economic’ approach to providing broadly defined goods and services in the public interest, and there is also resurgence of democratic member-based organizations (DMOs), such as cooperatives with their dual nature and social and economic dimensions. On the other hand, traditional forms of for-profit business are transforming into entities that integrate social and environmental goals into business, known as Sustainability-Driven Hybrid Business Models (SHBMs), and of which benefit corporations (like U.S. Benefit Corporation or Social Purpose Corporation, Italian Societ. Benefit or French Soci.t. . mission) are an example. The transformation and emergence of these qualitatively new organizations is an illustration of the process of creative destruction described by Joseph Schumpeter. The article presents advantages and disadvantages associated with the benefit corporations. The analysis is concluded with the open question of whether legislative intervention is needed in this area, in particular whether it would be expedient to introduce ‘mission companies’ in Poland.
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    The Principle of Reliability of Business Trading in the Context of Personal Changes in Partnerships
    (Wydawnictwo KUL, 2022) Garnowski, Konrad
    The article presents the issue of personal changes in partnerships from the perspective of dangers to the interests of partners of such partnerships and third parties. The analysis is carried out primarily in the context of the norms concerning the national court register, but also the relevant regulations of the Code of Civil Procedure. On this basis, the author evaluates the current regulations and concludes that they pose significant dangers to both partners of partnerships and creditors as third parties. These dangers arise mainly from the way the system of presumptions provided for in the provisions of the Act on the National Court Register is shaped. The author refers to the de lege ferenda postulates expressed in the past and selects the optimal solution from the perspective of implementation of the principle of reliability of business trading, and also presents his own de lege ferenda proposals. In the author’s opinion, in order to secure the interests of a partner withdrawing from a partnership against the risk of attempts to hold him/ her liable for obligations arising after his/her membership in the partnership has ceased, it would be sufficient to grant such a person the right to file an application to remove him/her from the register of entrepreneurs as a partner of the partnership. On the other hand, in order to safeguard the interests of third parties, it would be advisable to broaden the scope of application of the norm arising from Article 14 of the Act on the National Court Register and subject the former partner of a partnership to the rigours of this regulation. In addition, in order to ensure greater transparency of the data disclosed in the register, in the author’s opinion, it is advisable to consider the possibility of introducing, within the framework of the register of entrepreneurs, an institution similar to that provided for on the grounds of land and mortgage register proceedings, concerning the obligation of the court to disclose ex officio an identified inconsistency of the actual state of affairs with the state of affairs disclosed in the register of entrepreneurs.