Corporate Governance in Post-Privatized Slovenia

American Journal of Comparative Law

Volumn 49, Issue 1, 2001, Pages 49-

  Bohinc, Rado ^a   Bainbridge, Stephen M ^a  

^a NONE

Author keywords

[No Author keywords available]

Indexed keywords

EID: 0346488774     PISSN: 0002919X     EISSN: None     Source Type: Journal    
DOI: 10.2307/840921     Document Type: Article

References (4)

1. Official Gazette of the Republic of Slovenia (hereinafter RS), No. 30/93 [hereinafter LCC].
2. Enterprise forms under the former system were labor-managed or self-managed and, as such, were not comparable with capitalist-owned corporations. See, e.g., Law on Associated Labor, Off. Gazette SFRJ No. 53/1976 [hereinafter LAL], and Law on Enterprises, Off. Gazette SFRJ No. 77/88, 40/89, 46/90 [hereinafter LE]. On the Enterprise law, see See on Enterprise law: Rado Bohinc, Nova slovenska podjetniška zakonodaja (New Slovene Enterprise Legislation), Podjetje in delo 6/91 (1991).
3. In contrast, Slovene securities legislation is more closely-patterned on a U.S. model. See, e.g., Law on Take Over, Off. Gazette of RS, No. 47/1997; Law on Dematerialized Securities, Off. Gazette of RS, No.23/1999; Law on Securities Market, Off. Gazette, No. 56/1999; Law on Investment Corporations and Investment Funds, Off. Gazette, No. 6/1994.
4. According to the German Stock Corporation Act, (Aktiengesetz (AktG), see also Act on Control and Transparency of Companies - Gesetz zur Konrtolle und Transparenz im Unternemensbereich - KonTraG Act, 1998, which amends AktG), a two-tier board of directors is compulsory for a stock corporation (Aktiengesselschaft (AG)). The AG's board consists of the executive or management board (Vorstand, AG, par.: 6.-94.), and a separate supervisory board (Aufsichtsrat, AG, par.:94.-117.). The supervisory board concept is difficult to translate into terms familiar to those trained in U.S. forms of corporate governance. Its statutory mandate is primarily concerned with the appointment and supervision of the managing board. Hopt, "Labor Representation on Corporate Boards: Impacts and Problems for Corporate Governance and Economic Integration in Europe," 14 Int'l Rev. L. & Econ. 203, 204 (1994). In theory, employees and shareholders are equally represented on the supervisory board. In practice, however, the board is often controlled either by the firm's managers or a dominant shareholder. Id.