A Brief Comparison of the European and the American Approach to Predatory Pricing

Author(s): Eva Zorková / Language(s): English Issue: 1/2018

Predatory pricing might be called as „the trickiest antitrust problem“ due to the power of predatory pricing to lay bare the most controversial features and deepest contradictions of antitrust law – „using competition to destroy competition“ and „probihiting competition to foster competition“ – those are the callenging statements that pust to the extreme the law and economic of the predatory pricing, since those two statements really make sence only when it comes to the predatory pricing. This article aims to provide a brief explanation of divergent approaches to predatory pricing within the European jurisdiction and the American jurisdictions. The situation in the Czech Republic is mentioned as well although the Czech decisional practice is in line with the European decisional practice in the field of predatory pricing.

Veress Emőd–Fegyveresi Zsolt–Pál Előd: Román társasági jog

Author(s): András Peti / Language(s): Hungarian Issue: 1/2020

A Nemzetközi Kereskedelmi Szerződések Alapelveinek hatása a képviselet magyar és román szabályozására

Author(s): Előd Bartis / Language(s): Hungarian Issue: 1/2022

The present study seeks to examine the impact of the Principles of International Commercial Contracts on the representation regulations of the Romanian and Hungarian civil codes, which entered into force in 2011 and 2013, to what extent did legislators took into account the results of the Principles, and whether there are any harmonization efforts in relation to these two legal systems. The imputability of the representative’s actions is a central issue in the mechanism of representation, so the analysis necessarily covers the representation concepts of the Principles of International Commercial Contracts and the examined national legal systems.

Társasági részek átruházása a korlátolt felelősségű társaságban, különös tekintettel a román társasági törvény legújabb módosítására

Author(s): Norbert Füzi / Language(s): Hungarian Issue: 1/2022

A limited liability company carries the stylistic features of partnerships and capital companies at the same time, and within the company there is a mutual relationship of trust between its members, of an intuitu personae nature, called affectio societatis. In this article, I examine this form of company in the light of the latest amendment to the Romanian Companies Act, but I also compare the concepts of the “business share” appearing in the model of the Hungarian limited liability company and the “social part” in Romania.I am looking for an answer as to what extent affectio societatis is affected by the transfer of social parts in a company to a person other than the members of the company. In the course of my research, I come to the conclusion that in Romania, as a result of the recent amendments to the Companies Act, the social part has started on the path of “securitization”, I could even say that it is becoming like a share of a joint-stock company. This is due to the fact that the rules of the transferability of the social parts appear to be relaxed, and in many cases the cogency is replaced by disposition. The system of trust between the members seems to have broken down, thus affecting the affectio societatis and the partnerial nature of the limited liability company.

Pełnomocnictwo udzielane w celu zawierania umowy między spółką a członkiem zarządu, jako wspólnikami spółki komandytowej. Glosa aprobująca do uchwały Sądu Najwyższego z 30 stycznia 2019 r., sygn. akt III CZP 71/18

Author(s): Adrian Marchlewski / Language(s): Polish Issue: 4/2022

The subject of the analysis is the resolution of the Supreme Court of 30 January 2019, III CZP 71/18. This resolution is in line with the jurisprudence regarding the application of the provisions of the Civil Code on the power of attorney to the attorney under Art. 210 k.s.h. The supreme court resolving legal issues established the nature of the letter of attorney from the above provision, as well as the admissibility of granting it to a partner of a limited partnership who is also a limited partner and a member of the management board of a limited liability company. (general partner). The Supreme Court rightly concludes that granting this partner a power of attorney according to Art. 210 k.s.h. would be contrary to the nature of a limited partnership. At the same time, the glossator analyzes the problem of applying the provision of Art. 210 k.s.h. for activities concluded between the partners of a “one-person” limited partnership. The nature of this structure, manifesting itself in the actual single-person capability of the company, makes it impossible to infringe the interests of the limited liability company. and her accomplice against their will.

Papiery wartościowe i udziały w spółce kapitałowej jako instytucje rynku finansowego oraz ich powiązanie z zagadnieniami materialnoprawnej i formalnoprawnej konstrukcji stosunku podatkowego

Author(s): Tomasz Sławomir Smoliński / Language(s): Polish Issue: 1/2022

This article attempts to present significant issues related to the sale of shares and securities for consideration in terms of tax law, indicating the forms of income from capital and explaining concepts such as disposal for consideration, security. Moreover, efforts were made to classify the discussed revenues into a specific category, indicating that they are taxed on the basis of the Personal Income Tax Act. The aim of the article was also to present the solutions developed in the doctrine and jurisprudence in the field of taxation of the sale of shares and securities for consideration, and to show the material and procedural aspects of taxation of certain categories of income from capital funds. The article also discusses shares and securities as an institution of com- mercial law and financial market law and linking them with the issues of substantive and formal and legal construction of the tax relationship. It is possible to point to the multitude of jurisprudence explaining the doubts that appear on the level of the issues raised. The article tries to show the basic issues covering the issues raised, including the impact of the dematerialisation of securities on the issues of tax settlements. The issues raised should be treated as very topical in the light of the growing economic growth and the progressive enrichment of the society. Management and investment of savings will always result in the necessity to make correct settlements with the state budget in order to avoid negative consequences. Therefore, the article highlights only the most important aspects of the presented issues.

Prosta spółka akcyjna jako remedium na problemy polskich start-upów

Author(s): Szymon NĘDZYŃSKI / Language(s): Polish Issue: 11/2021

The contemporary world has been dominated by new technologies. The digitization process has intensified and there is no chance that it will slow down. The new technology industry concerns all aspects of people’s lives. Such a wide range of activities and differences between each startup translate into a lot of problems in regulating such activities. Startups demand flexibility while drawing up articles of association and a possibility of subscribing for shares in exchange for contribution such as providing work or services for the company. The human factor or rather the work of a particular person (the inventor), is the key to success in this industry. However, regulations regarding partnerships are not sufficient for this kind of enterprises, because startups – due to the modern technologies they use – can increase their profitability extremally fast. Such a success is connected with enormous financial outlays, which means that partners or shareholders of the company should be guaranteed limited liability for a possible failure. Also, the existing companies do not seem to be a remedy for the problems of startups.

Az állami vállalatok felelős vállalatirányítása Romániában

Author(s): Zsolt Fegyveresi / Language(s): Hungarian Issue: 4/2022

Corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence, according to the OECD. This statement is true for both state-owned and private companies. The aim of this study is to review from a legal perspective the evolution of corporate governance policies in Romanian state-owned or state-controlled enterprises, the corporate governance experience under the current government emergency ordinance on the subject adopted in 2011 and to examine the draft legislation for 2022, which aims to “revolutionize” the current system by amending the norm in question.

Pojęcie „grupy kapitałowej” w prawie konkurencji a franchising w orzecznictwie sądów administracyjnych

Author(s): Joanna Affre,Rafał Czerwiec / Language(s): Polish Issue: 3/2022

Artykuł przedstawia rozbieżności w rozumieniu franczyzy i grupy kapitałowej na tle prawa kon- kurencji oraz prawa farmaceutycznego. Organy inspekcji farmaceutycznej uznają czasem, że franczyzobiorca wchodzi w skład grupy kapitałowej franczyzodawcy organizującego sieć aptek. W sytuacji stwierdzenia, że zbyt wiele aptek zostało skupionych w jednej grupie kapitałowej, orga- ny odmawiają wydania zezwolenia na prowadzenie apteki. Skargi na decyzje organów inspekcji farmaceutycznej są rozpoznawane przez wojewódzkie sądy administracyjne, które w niektórych przypadkach uznają, że włączenie franczyzobiorców do grup kapitałowych franczyzodawców było słuszne. Stanowisko, że franczyzobiorca jest częścią grupy kapitałowej franczyzodawcy jest odmienne od przyjętego w przepisach, doktrynie i orzecznictwie prawa konkurencji, gdzie franczyzobiorcę uznaje się za niezależnego przedsiębiorcę, działającego we własnymi imieniu i na własny rachunek. Niezrozumiały jest rozdźwięk w interpretacji, ponieważ przepisy prawa farmaceutycznego nie zawierają własnej definicji grupy kapitałowej, lecz odsyłają do definicji w ustawie o ochronie konkurencji i konsumentów. Artykuł prezentuje poglądy prawa konkurencji na franczyzę i grupę kapitałową, porównując je z poglądami wyrażanymi w orzecznictwie sądów administracyjnych w ramach prawa farmaceutycznego. Wskazuje na potrzebę systemowej wy- kładni prawa dla uniknięcia rozbieżności w jego stosowaniu.

WSPÓŁDZIAŁANIE W PROCESIE STOSOWANIA PRAWA – KRYTYCZNIE O REGULACJACH OBOWIĄZUJĄCYCH W ZAKRESIE WYDAWANIA ZEZWOLEŃ NA SPRZEDAŻ NAPOJÓW ALKOHOLOWYCH

Author(s): Marek Lewicki / Language(s): Polish Issue: 35/2021

The applicable legal regulations to the procedure and conditions for issuing permits for the sale of alcoholic beverages require, as a condition for issuing such a permit to obtain a positive opinion of the Communal Commission to solve alcoholic problems with the compliance of the location of the point of sale with certain resolutions of the Commune Council. In the opinion of the author of the article, considering a number of circumstances, and above all, the subject of the required opinion required not requiring the disposal of specific competences inaccessible authorization authority, the introduction of this form of cooperation when issuing permits for the sale of alcoholic beverages is not justified and can be eliminated, without any damage to substantive correctness issued in this regard decision.

CELOWOŚĆ I ZNACZENIE WPROWADZENIA OBOWIĄZKU ZACHOWANIA TAJEMNICY SPÓŁKI W P.S.A.

Author(s): Karol Moniczewski / Language(s): Polish Issue: 36/2022

The study deals with the issue of the obligation to keep the company secret by members of governing bodies in a simple joint-stock company. So far, this issue has not been studied in the literature. In the article the subject-matter and temporal scope of company secrets, the nature of the regulation as well as its significance and functioning in the Commercial Companies Code are analyzed.

Forma arbitražnog sporazuma

Author(s): Ivana Radomirović,Jelena Vukadinović Marković / Language(s): Serbian Issue: 1/2023

The subject of this work is the analysis of the written form of the arbitration agreement in contemporary comparative and international law. The justified expectations of business entities in legal transactions, as well as the occurrence of modern means of communication, have led to various initiatives in the field of regulating the form of arbitration agreements, from which, in terms of corrective techniques, the presumption of the fulfilment of the written form can be observed in cases where, according to the traditional definition of the written form, it wouldn't be met. Another way to avoid the rule on the strict written form is the assumption of the existence of an arbitration agreement in case of preclusion of the right to assert the objection of lack of jurisdiction of the arbitral tribunal. Of particular importance is the technique of concluding an arbitration agreement by referring to another legal act or general conditions that contain an arbitration clause, so in theory, the question arose whether the reference should be explicit, or whether it should only be inferred from its content that the purpose of the referral is to conclude an arbitration agreement. The paper deals with the analysis of these issues and the re-examination of the function of the form of the arbitration agreement in comparison with the traditional functions of the form in civil law contracts, taking into account its specificities, whereby the primary function of the form is the function of providing reliable proof of the existence and content of the arbitration agreement.

Soluționarea disputelor generate de progresul noilor tehnologii informaționale

Author(s): Cristina Ioana Florescu / Language(s): Romanian Issue: 3/2023

Understanding the ever-evolving nature of the industry, society in general, and financial and economic realities in particular, as well as the importance of keeping up with the latest trends and technological developments (and not only) is a must for legal professionals. The use of artificial intelligence (AI) in the legal sector is growing exponentially and is revolutionizing the way legal services are delivered. In this paper we aim to discuss the impact of AI on the future of the legal field, exploring the challenges and opportunities it presents and we will provide information on the current state of new technologies, the impact they have on law and the resolution of possible disputes that will arise from the use of these technologies. It is indisputable that new approaches and technologies have been developed in the field of justice, and also in arbitration, to meet the demands of end users who are looking for increasingly efficient and cost-effective dispute resolution processes adapted to the law of new technologies, to the disputes they are about, have as their object and use the new technologies. In order to be able to respond to these requests, lawyers, arbitrators and in general all practitioners and specialists in the field must be informed and up to date with the trends and how to use these working tools, which increasingly based on modern technology that uses AI. Therefore, through this approach we aim, above all, to draw attention to the imperative need to be permanently interested in how to stay informed and up to date with all this progress, to be in step with the evolution, to identify the current state of knowledge in the modern technologies and its practical application in everyday life and in the profession, as well as to benefit from the advantages these innovative tools can offer.

IMPLEMENTATION OF SOFT LAW RELATING TO OUTER SPACE INTO DOMESTIC LAW

Author(s): Łukasz Kułaga / Language(s): English Issue: 97/2023

Space law is clearly oriented towards creation of soft law instruments and their subsequent implementation directly into national law. However, it is not an ideal method for regulating the peaceful use of outer space. At least a few problematic issues should be noted. Firstly, the lack of scrutiny by parliaments with regard to soft law standards accepted by States. Secondly, the multiplicity of soft law documents on the same subject matter – especially in the case of space debris (IADC, UN, ISO or ESA), which may not be fully identical. Thirdly, developments in space technology mean that existing soft law standards may nevertheless be outdated in practice. Fourthly, the creation of new soft law is not always a quick process. However, implementation of international soft law relating to outer space into domestic law ensures that international norms are binding under national law. It thus strives to guarantee both the development and the effectiveness of international space law, despite the absence of new treaty regulations.

GOVERNMENTAL INFLUENCE ON CRYPTO ASSETS IN FINANCE

Author(s): Cam-Duc Au,Martin Svoboda / Language(s): English Issue: 98/2023

We review the case study of Germany with its regulatory initiatives regarding the possible governmental influence on crypto assets in finance. In doing so, we conclude that regulation shows adequate tendencies to foster innovation and adaption of digital assets such as crypto securities or currencies. This can mainly be referred to as creating a legal framework in favor of consumer protection, thereby reducing operational and reputational risks for financial companies which seek to engage in the digital assets business.

PUBLIC INTEREST IN THE BANKING SYSTEM REGULATION

Author(s): Anna Jurkowska-Zeidler / Language(s): English Issue: 98/2023

This paper deals with issues related to public interest and Polish banking system regulation. It brings several general arguments regarding the actual legal regulation of the banking system, raises questions about the reasons for such detailed regulation, and discovers the public interest in the banking system law. In addition, the author explains what has changed in the architecture of the entire financial market after the global financial crisis of 2008. In the middle part of the paper, several important facts about the functioning of the banking safety net can be found. To be more precise, the activity of the central bank, financial supervision, bank deposit guarantee system, as well as protection of consumers are mentioned and analyzed.

Granice twórczości zależnej i inspirowanej w poglądach doktryny i orzecznictwa sądowego

Author(s): Justyna Konikowska-Kuczyńska / Language(s): Polish Issue: 61/2023

Issues regarding derivative and inspired creativity are stated within Art. 2 of the Act on Copyright and Related Rights. One should point that discussing the issue regarding the derivative creativity it is often being collated with inspired creativity. There is no doubt the legislator hasn’t clearly defined the boundaries between those two types of creativity. As a result, incorrect classification of a work may result in infringement of the author’s rights. It should be emphasized that the national courts have repeatedly commented on the matter concerning the boundaries between derivative and inspired creativity. They attempted to provide guidelines for these boundaries, but the guide-lines were more general. For this reason, defining clear boundaries between a derivative and inspired work causes great difficulties in jurisprudence practice and in the literature on the subject. The text aims to present the issue of the boundary between derivative and inspired creativity and to systematize the opinions expressed in the doctrine and judicature in this matter, as well as to indicate the criteria distinguishing a derivative and inspired work. To achieve the indicated target, the article analyzes the binding regulations of law, court judgements and the doctrine representatives’ opinions on these issues. It seems that one should share the view on the possibility of introducing to the Act a separate normative solution regarding an inspired work, apart from Art. 2 of the Act on Copyright Act. For this reason, there was a need to take a closer look at the issue of the boundary between derivative and inspired creativity.

Interdiszciplináris megközelítés a reklám jogi és etikai szempontjainak vizsgálatában

Author(s): Anita Barabás / Language(s): Hungarian Issue: 1/2023

Dark patterns are design techniques that aim to manipulate people’s behaviour by influencing their decisions, increasing the amount of time they use apps and the number of purchases they make in the future. Dark patterns often exploit users’ weaknesses without their attention or awareness. They raise serious ethical and legal issues, so it is important for designers and developers to understand how they affect people. The aim of this study is to identify dark patterns, measure their impact, and examine ethical issues. The results of this research can help designers and developers to create user-friendly and ethical applications. According to the interdisciplinary approach, there is a close connection between advertising law and dark patterns. The use of dark patterns often raises ethical and legal issues, which are regulated by the Advertising Act. The legal framework of advertising determines how content advertising can be made and how people’s behaviour can be influenced. The use of dark patterns is often against ethical and legal regulations, so it is important that the legal framework of advertising properly regulates the use of dark patterns.

Ügyvezetői felelősség a társaság fizetésképtelenségének előidézése miatt

Author(s): Előd Pál / Language(s): Hungarian Issue: 1/2023

The liability of the director of a company is of particular importance in business law. This liability is particularly emphasized in cases where the company becomes insolvent, thereby jeopardizing credit security and the solvency of other companies. In such cases, the legislator also provides for special forms of liability of the director in order to mitigate the damage caused by his wrongful conduct. The present study examines these forms in Romanian law. The author describes the rules of directors’ liability provided for in Romanian civil and company law and the relevant case-law, and he then turns to the special regime applicable in insolvency proceedings. He explains the specific cases of director’s liability in these proceedings where the conduct in question has resulted in the insolvency of the company. Such cases include: the diversion by the company director of the company’s assets or credit, the personal conduct of economic activities disguised as a corporate form, the ordering of activities contrary to the economic interests of the legal person but in accordance with the director’s personal interests, fictitious or irregular accounting, the diversion or concealment of assets, the use of credit facilities involving a cost that is in excess of market conditions, and the granting of an unlawful advantage to certain creditors prior to insolvency.

Kapacitet međunarodnog sektora osiguranja i reosiguranja: implikacije katastrofalnih šteta

Author(s): Vladimir Njegomir,Rajko Tepavac,Milan Počuča / Language(s): Serbian Issue: 1149/2013

Capital as the difference between assets and liabilities of insurance companies enables protection against negative deviations of actual damages, costs or investment results from the planned values and it is the capacity, that is the key limiting factor for the supply of insurance services on a local as well as global level. Catastrophe losses represent special issue in the management of insurance and reinsurance companies because of their remarkable impact on available capital and capacity limitation. With the more frequent manifestation of catastrophic losses that have more intense effects the problem of limited insurability of risks and the insufficiency of not only individual companis but of the aggregate capacity of the global insurance and reinsurance industry is intensified. The main conclusion of the conducted research is that insurance and reinsurance in contemporary conditions are no longer sufficient to cover the consequences of catastrophic losses because of the limited capacity for risk acceptance. There is a need to use alternative solutions, which include mechanisms of risk control and mechanisms of risk financing that encompass risk transfer to investors in global capital markets and government intervention, that is the use of public funds and various forms of public-private partnerships, including the participation of international institutions.