The article deals with relations between affiliated companies of a factual or a contractual concern and the protection of minority shareholders and creditors of dependent companies. It analyzes the Slovenian Companies Act's (ZGD-1's) institutes that, especially within a factual concern, protect the minority shareholders against detriment to their company, caused by harmful instructions of the dominant company. The main institute in this regard is the so-called leveling claim of the dependent company and, subsidiarily, damage claims against the dominant company and its representatives. The management of the dependent company has a special role in that it has to disclose any detriment, caused to its company by instructions issued by the dominant company. A breach of this duty is sanctioned by liability of members of the management. In the case of a contractual concern, the minority shareholders are shielded through special institutes of compensation and severance, while the creditors of the dependent company are protected by the duty of the dominant company to cover any loss, incurred during the time span of the undertaking contract. Additionally, ZGD-1 establishes the liability of the members of the management of both, the dominant and the dependent company, should they violate the legal standards of diligent management.
COBISS.SI-ID: 4306475
The article analyses the accounting rules regards the admissible allocation of the other reserves from profit and their further showing in distributable profit with the intention of distribution to the shareholders. The author discusses the admissibility of such transformation during the financial year and analyses the relating competences of the company’s bodies.
COBISS.SI-ID: 4311339
The author discusses the problem regarding the application of the provisions of the Companies act, that provide the consent of creditors of the involving companies, in case of division by the formation of a new company without the company being divided ceasing to exist. The author concludes that due to specific relations in this case the application of the mentioned protection mechanism is not applicable, since it is not needed.
COBISS.SI-ID: 4250411