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NEWSLETTER 2011
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The law of subsidiary enterprises was regulated under the caption of
multi-corporate enterprises. The relations between the subsidiary company
and parent company were based upon the transparency, accountability,
and balance of interests for the first time.
No fundamental changes were made with regard to general
partnerships and limited partnerships.
The provisions regarding joint stock companies were drastically
changed. Changes with regard to procedure, institutions, and the contents
of the clauses have been made. The main innovations pertaining to the
system and the institutions are as follows:
- Incorporation of joint stock companies was realigned, and gradual
incorporation was removed. An effective and transparent auditing
requirement was adopted, and actions for annulment were realigned.
- Corporation sole for joint stock companies (and for limited
liability companies) was adopted. In this way, an important need
in practice was fulfilled.
- Certain basic principles adopted by the doctrine with regard to
joint stock companies (to be subject to equal treatment, prohibition
against shareholders’ becoming indebted to the company) were
covered by the Code for the first time.
- The buy-back of its own shares by a company itself was based
upon a more flexible, liberal system which gives to publicly-
traded companies the possibility to be “market makers”,
- A more transparent system was regulated for boards of directors,
a distinction between executive and non-executive members
was adopted, an organization regulation and partial or entire
abandonment of management to professionals in accordance with
the regulation was foreseen.
- The committee of early determination and management of risks
was foreseen for the first time in accordance with the principles
of corporate governance and made obligatory for publicly-traded
companies.
- A more transparent and effective auditing system was established.
Internal auditors were removed. The auditing of companies has