Protection of interests during implementation of status change

29. 09. 2023. Dragana Đorđević Leave a comment

During the implementation of the status change, it is possible to endanger the rights and interests of different categories of persons. The interests of the members of the transferring company (shareholders), the interests of the creditors of the companies participating in the status change, and the interests of third parties that do not fall into any of these categories are recognized.

Protection of the Rights of Members of the Transferring Company

Right to Additional Payment

The member of the transferring company who deems that he is a damaged by the determined ratio of the exchange of shares, i.e. stocks in the transferring company for the shares, i.e. stocks in the recipient company, may file an action with the competent court against the recipient company within a term of 30 days from the day of publication of the notification to the members of the company about the time and place at which they may inspect the documents and by-laws referred to in Article 490 of the Companies Act, and seek payment of the pecuniary compensation. If more than one action were filed, the proceedings are consolidated. Continue reading Protection of interests during implementation of status change →

Deadlines for settlement of monetary obligations in commercial transactions

05. 09. 2023. Dragana Đorđević Leave a comment

According to the provisions of the Law on deadlines for settling monetary obligations in commercial transactions (“Official Gazette of the RS”, no. 119/2012, 68/2015, 113/2017, 91/2019, 44/2021, 44/2021 – other Law, 130/ 2021, 129/2021 – other laws and 138/2022) are governed by:

deadlines for settling monetary obligations in commercial transactions between the public sector and business entities, between business entities, that is, between public sector entities, and to prevent non-payment of monetary obligations within the deadline and
recording electronic invoices and other requests for payment in electronic form in the central register of invoices issued by creditors in commercial transactions between the public sector and business entities, i.e. between public sector entities, in which the public sector entities are debtors, based on the data obtained from the system of electronic invoices.

In the Central Register of Invoices established and managed by the Ministry of Finance – Treasury Department, only electronic invoices issued by creditors in commercial transactions between the public sector and business entities, i.e. between public sector entities, in which the public sector entities are debtors, are recorded, upon establishment technical and technological conditions, and mandatory from May 1, 2022, based on data obtained from the electronic invoice system. Continue reading Deadlines for settlement of monetary obligations in commercial transactions →

Compensation for profit lost

26. 06. 2023. Dragana Đorđević Leave a comment

According to the provisions of the Law of Contract and Torts, in addition to the right to compensation for ordinary damages, the injured party has the right to compensation in the form of profit lost.

Common damage represents a decrease in an existing property. At the same time, the profit lost is damage reflected in the impossibility of increasing the property or prospective property due to the actions or actions of the damager.

According to the provisions of Article 189, paragraph 3 of the Law of Contract and Torts, when assessing the amount of profit lost, the profit that could reasonably be expected according to the regular course of things or according to particular circumstances and whose realization was prevented by the harmed person’s act or omission, is taken into account.

The profit lost can appear in monetary and in-kind forms.

According to the understanding of court practice, lost benefit represents unrealized property value, regardless of whether it would appear in monetary or in-kind form and irrespective of the basis on which it would be realized. Profit lost can arise due to damage to things in the form of loss of natural and civil fruits that escaped the injured party. Continue reading Compensation for profit lost →