Protection of interests during implementation of status change

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

Circumstances essential for the assessment of non-pecuniary damages

The amount of compensation for non-pecuniary damage is determined by the competent court following the criteria set out in the provisions of Article 200 of the Law of Contract and Torts.

According to the provisions of Article 200 of the Law of Contract and Torts, for physical pains suffered, for mental anguish suffered due to reduction of life activities, for becoming disfigured, for offended reputation, honour, freedom or rights of personality, for the death of a close person, as well as for fear suffered, the court shall, after finding that the circumstances of the case and particularly the intensity of pains and fear, and their duration, provide a corresponding ground thereof – award equitable damages, independently of redressing the property damage, even if the latter is not awarded.

In deciding on the request for redressing nonmaterial loss, as well as on the number of such damages, the court shall take into account the significance of the value violated and the purpose to be achieved by such redress, but also that it does not favour ends otherwise incompatible with its nature and social purpose.

Continue reading Circumstances essential for the assessment of non-pecuniary damages

The contract of commercial agency

By a contract of commercial agency the agent shall assume the obligation to take permanent care that third persons enter into contracts with his principal, and to mediate in that respect between them and the principal, as well as to enter into contracts, after obtaining authorisation, with third persons on behalf and for the account of the principal, while the principal shall assume the obligation to pay to him, for each contract concluded, an agreed fee (brokerage).

A principal may have several agents in the same area for the same kind of business. One agent shall not, without his principal’s consent, assume the obligation to work for another principal regarding the same kind of business in the same area.

A contract of commercial agency must be concluded in written form. Concluding Contracts on Behalf of a Principal An agent may conclude contracts on behalf and for the account of his principal only after obtaining from him a corresponding particular or general authorisation. Continue reading The contract of commercial agency