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- Stattin, Daniel, 1971-
(författare)
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Företagsstyrning : Styrinstrument och ansvarsföljder i ett aktiebolagsrättsligt perspektiv
- 2005
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Doktorsavhandling (övrigt vetenskapligt/konstnärligt)abstract
- This thesis examines the company law fundations of central themes of corporate governance, namely the power of shareholders or others to direct corporate policy and the duties and liabilities on the part of directors, or those directing the company in respect such directions.The shareholders’ power to direct corporate matters is executed on the meeting of shareholders, regardless of whether conducted formally as a meeting or per capsulam. Outside such formal deci-sion-making no directional powers exist in law. If legally conducted, the directors are under an obli-gation to conform to directions from the shareholders. However, such duties to conform are limited in that legaly binding directions may not be contrary to the companies act, applicable regulations as to annual reports, the devision of competence between corporate organs in a broader sense, or contrary to the best interests of the company.If directions are not complied with or if illegal directions are complied with, the directors might be in breach of duty in relation to the company, and might, thus, be liable for any loss therefore in-curred. Furthermore, if illegal directions are issued, liability migth be imposed on those issuing the directions. Liability in such circumstances might be imposed not only on directors de jure, but also on directors de facto or shadow directors.Subsequently, valid law is evaluated in the light of the societal purposes with company law. It is concluded that company law as a matter of principle is to be considered as economically efficient and, therefore, purposeful. However, certain restatements or adjustments to valid law might be beneficial to enhance purposefulness.
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| 2. |
- Almlöf, Hanna
(författare)
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Bolagsorganens reglering och dess ändamålsenlighet : En aktiebolagsrättslig studie om ägarledda bolag
- 2014
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Doktorsavhandling (övrigt vetenskapligt/konstnärligt)abstract
- This dissertation discusses the regulation of organisation in limited companies from a closely held company perspective. The overall aim of the study is to evaluate whether the goals of the Swedish Companies Act are fulfilled by the current regulation on company organisation and decision taking organs when applied to closely held owner managed companies. The study is carried out in the field of Company Law, but the analysis also includes contributions from Regulation Theory and Law and Economics.To fulfil the overall aim, the study sets up two main research tasks. The first research task is to identify the goals of the Swedish Companies Act and what regulative tools that are available to achieve these goals. The second research task is to investigate the current regulation of organization and decision taking organs of a company. Focus is placed on how owner managed companies can be flexible in their decision taking activity, both within the company organs and in other arenas outside the firm such an owners meeting or family council. When these two main research tasks have been performed, the overall aim of this study can be fulfilled. The evaluation of the Companies Act reveals that the legislator’s prioritisation of legislative goal can be challenged. It may be argued that the goal to lower the transaction costs of the parties can be enhanced without diminishing any other goals. In accordance with this conclusion, the final research task of this study is to give recommendations de lege ferenda on how the regulation can be developed in order to achieve a higher degree of reaching the goals of the Companies Act.The conclusions argued for in this study are related to future regulation of the organisation of companies limited by shares. Therefore, the conclusions are aimed towards policy makers. However, the analysis within the second research task is of relevance for owner managers and their advisors on the subject of how they can be flexible in their decision taking activity, both within the company organs and in other arenas such as an owner’s meeting or a family council.
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