DIGITALIZATION: BALANCE AND PROTECTION – STATE-OF-THE-ART

This paper provides an overview of the state-of-the-art in this digitalization era in the field of company law. In this paper, the authors present a summary of the (amending) directive of the European Union that is essential for the future digitalization improvement: Directive (EU) 2019/1151 on digital tools and processes in company law. In next year (or in some circumstances two) it is necessary to transpose this (amending) directive into national systems of Member States, but at the same time, it is necessary to maintain national legal traditions. Digitalization and globalization are the two most frequently used words in our surroundings in the last decade. In that perspective, authors analyze amendments of the directive as regards the use of digital tools and processes in company law. It is essential to interconnect central, commercial, and companies registers of Member States. Authors investigate on-line solutions of a company’s lifecycle in the Member States, with the accent on Croatia, as well as access to company information. The focus of this paper is on the rules on online formation of companies, on online registration of branches. The authors also present a summary of the Directive (EU) 2019/2121 on cross-border operations. The freedom of establishment has an important role and companies can exercise this freedom through the new rules on cross-border operations. Authors take an insight into amendments of European Union Directive as regards cross-border conversions, mergers, and divisions. Directive continues to introduce the right to establishment and discusses the harmonization of EU law in the national law of Member States. This paper summarizes the state-of-the-art in this subject area and discusses future development directions. The authors conclude this paper with essential information about the benefits, constraints, and challenges associated with digitalization

DIGITALIZATION OF BUSINESS REGISTER

The authors in this paper analyze new system and possibilities that will rise for the companies and citizens regarding the digitalization of the market and business register. From June 2017, business registers in all EU countries are interconnected. This means that anybody can search for information on companies registered in any EU country. We can also search for companies in Iceland, Liechtenstein or Norway. Very important is that the registers can share information on foreign branches and cross-border mergers of companies. This system – Business Registers Interconnection System (BRIS) – is a joint effort by EU governments and the European Commission. This paper introduces the cooperation of business registers at European level

DIGITALIZATION OF BUSINESS REGISTER – ONE YEAR AFTER

Digitalization is considered to be necessary for the achievement of the European Union’s aim of modernization of business registers in EU countries. This paper aims to contribute to the improvement of digitalization of business register after one year experience. Authors take an insight into the process. First, the authors identify key issues and differences between countries. The authors focus on digitalization attempt. Then, by comparing different business registers authors find different solutions. Finally, the authors conclude this paper of the implementation of digital solutions from the future perspective. The authors in this paper study the new system introduced in June 2017 and analyze it a year after interconnection business registers in all EU countries. Is it really interconnection of business registers? Is it possible to search for data and information on companies registered in all EU countries? Did we make a step forward regarding the digitalization of the market and business register? This paper is a sequel to the paper Digitalization of Business Register from the judge’s perspective due to the author’s position and everyday challenges as the judges at Commercial court in Zagreb, Courts’ Register Department

TO BE OR NOT BE... DIRECTOR IN CROATIA

According to the 2019 Directive on Digital Tools and Processes in Company Law (referred to here as ‘the Digitalization Directive’), Member States are required until August 2023 to lay down a set of rules defining what kind of persons are not legally allowed to be directors of companies (e. g. those with a criminal background). Building their paper around long-standing critics of the EU company law regime and the transposition rules thereof, the authors present legal provisions of Croatian company law where special regard is paid to the ‘disqualified directors’ and the recipes for how to deal with these new challenges imposed by the Digitalization Directive. One of the positive aspects of the Digitalization Directive is that it requires Member States to clearly state the reasons why persons are not allowed to be company directors and that a list of these disqualified directors must be maintained. Company directors risk losing their rights of setting up or representing a company if they fail to meet their legal responsibilities. Although practically all Member States have at least one reason for disqualification, in practice there is wide variation in the reasons and in whether or not a list is kept. Given the scope and aim of the Digitalization Directive, the paper seeks to find out whether and to what extent the term ‘disqualified directors’ would and should be introduced into Croatian law. The paper argues that the EU regime allows the introduction of the ‘disqualified directors’ test into Croatian law. Alongside examining legal sources and literature, the authors pursue their research by systematically analyzing rules on ‘disqualified directors’ under the Digitalization Directive and Croatian Companies Act. After the introduction, the second part of the paper considers the concept of disqualified directors and provides an overview of other Member States. The paper gives a background picture of why the Digitalization Directive proposed certain actions, inherent problems inherent, and what major critiques have been brought forward in the meantime regarding ‘disqualified directors’. The third part analyses the Croatian legal regime, aiming at revisiting it in the light of the ‘transposition test’. The fourth part summarizes and concludes

BUSINESS SHARE(S) AND MARITAL PROPERTY IN PRACTICE OF COMMERCIAL COURTS

Autorica se u svom svakodnevnom radu susreće s parničnim i izvanparničnim predmetima u kojima je predmet spora bračna stečevina na poslovnom udjelu društva s ograničenom odgovornošću. Stoga će se u radu obraditi u prvom dijelu pojmovi i instituti bračne stečevine i poslovnog udjela, u drugom pravna sredstva, tužbe i prijedlozi za određivanje privremene mjere radi utvrđivanja bračne stečevine na poslovnom udjelu te povezati sa sudskom praksom. Pokušat će se odgovoriti na pitanje učinaka prethodnoga jednostranog raspolaganja pravima čiji je upisani imatelj poslovnog udjela (samo) jedan bračni drug. Pritom će se analizirati sukob pravila obiteljskog i trgovačkog prava, a osobit je naglasak dan na sudskim odlukama trgovačkih sudova u Republici Hrvatskoj i Vrhovnog suda Republike Hrvatske. Zaključno, autorica iznosi svoje stajalište o imovinskoj zajednici koju bračni drugovi uspostavljaju kao ovlaštenici na poslovnom udjelu trgovačkog društva.In her daily work, the author deals with litigation and non-litigation cases in which the subject of the dispute is marital property in the business share of a particular company. Through this paper, the author will deal in the first part with the concepts and institutes of marital property and business share, in the second part with legal remedies, lawsuits and proposals for determining a temporary measure to determine marital property with business share, and finally connect it with case law. The paper will try to answer the question of the effects of the previous unilateral disposition of rights whose registered shareholder is (only) one spouse. In this regard, the conflict of family and commercial law rules will be analyzed, with special emphasis on court decisions of commercial courts in the Republic of Croatia, as well as the Supreme Court of the Republic of Croatia. In conclusion, the author gives her view of court proceedings in order to determine the marital property on the business share and the specifics of the property community that the spouses establish as proxies on the business share of the company

SHAREHOLDERS ACTIVISM

The author in text analyses the European Commission’s Proposal of Shareholders Rights Directive (hereinafter as: Directive 2007/36/EC) revision. A dynamic development of European company law demands amendment and improvement in existing legal frame. The proposal to revise the existing Directive 2007/36/EC has come as an answer to economy crisis in Europe. One main lesson of the crisis is that appropriate regulation and supervision of fi nancial sector is necessary to restore financial stability and confi dence in the markets. Directive 2007/36/EC and its proposed amendment are the fi rst and foremost instruments of company law, with improved corporate governance as their underlying policy objective. Company law, in the frame of European Union, is a field where obligations are imposed to the companies and their boards especially for protection of their members and other interested parties. Some of these obligations are considered as anachronism and non relevant. For this reason, the European Commission is constantly seeking for better solutions. In the proposal, the European Commission wants to give shareholders – and institutional investors in particular – a more transparent, easily managed and influential role in corporate governance. The Proposal focuses on shareholders, but we should bear in mind that other actors –employees, consumers and local communities – are also highly relevant. For companies to be well - run, there has to be a respect for and active engagement from all shareholders. Stimulating stronger shareholder engagement is one of several ways to do that. A set of measures proposed by the European Commission is a reasonable step in the right direction. In this context, this is an outline of the new legislation highlights