Avrupa şirketi (Societas Europea)
Başlık çevirisi mevcut değil.
- Tez No: 36452
- Danışmanlar: PROF.DR. FIRAT ÖZTAN
- Tez Türü: Yüksek Lisans
- Konular: Hukuk, İşletme, Law, Business Administration
- Anahtar Kelimeler: Belirtilmemiş.
- Yıl: 1993
- Dil: Türkçe
- Üniversite: Ankara Üniversitesi
- Enstitü: Sosyal Bilimler Enstitüsü
- Ana Bilim Dalı: Belirtilmemiş.
- Bilim Dalı: Belirtilmemiş.
- Sayfa Sayısı: 172
Özet
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Özet (Çeviri)
170 SÜMMA1Y The European Community ' s company law programme contains two. approaches. First approach (traditional, approach) is the coordination of company law of the member states, aims at making equivalent the various national laws. Second approach is the setting up of single legal framework at Community level, independent from national company laws which makes it possible to concentrate substantial assets and compete with American and Japanese businesses. The coordination meausures in the company law cannot change the fact that the companies concerned have been established according to national law and subject to it. However, by creating speficially European legal structures, the Community is opening up new possibili ties for cooperation for its undertakings. The completion of internal markets requires second approach and special structure for companies. This structure should be based on a system of law which is independent of the national systems in order to avoid the compartmentalization of national markets within the community. European firms are placed from the outset at a serious disadvantages compared with their American and Japanese competitors who can mobilize human and financial resources from a much wider base. Through european company (Latin: societas Europea, SE), Community level industrial cooperation will it be possible to bring together the large amounts of capital, technical know-how and other financial and human resources required to ensure competitivines on world markets. A European company project consist of; proposal for council Regulation on the statute for a European company and proposal for a council Directive complementing the statute for European company with regard to the involvement of emplo yees in the European Company. European company does not seek to replace national company o European company is to be an additional legal structure, which will exist alongside the other forms of company governed by member: states' national law-It will thus constitute an alternative for firms.1?1 European Company may be formed throughout the community in the form of European public limited company. The European company project provides four ways of forming SE: merger, for mation of holding company, formation of joint subsidiary, or conversion of public limited company previously formed under national law. Formation by merger is available only to public limited companies from different member states. Formation of an SE holding company is available to public and private limited companies with their registered offices in different member states, or having subsidiaries or branches in member states other than that of their registered office. Formation of a joint sub sidiary is available under the same circumstances to any legal entities governed by public or private law. The SE shall have legal personality and must have a minimum capital of ECU 100.000. İn each member state and subset to the express provisions of this Regulation, an SE shall have the same rights, powers and obligations as a public limited company incorporated under national law. The registered office of the SE designated in the status must be place where it has its central administration, that is to say its true centre of operations. The statutes of the SE must provide as governing bodies, the general meeting of shareholders and either a management board and a supervisory board (two-tier system) or an administ rative board tai ngle- tier system). Under two-tier system the SE is managed by amanagement board- The member or members of the management board have the power to represent the company in dealings with third parties and in legal proceedings-They are appointed and removed by the supervisory board.Under the single -tier system, the SE is managed by an administrative board. Under the single-tier system, there isnit a supervisory board. The SE must draw up annual accounts comprising the balance sheet, the profit and. oss account and /the notes to the accounts and an annual report giving a fair view of the company's business; and of its position; consolidated accounts may also be required.172 Winding-up, liquidation, insolvency and suspension of payments are in large measure to“be governed by national law. An SE which transfers its registered office outside the the community must ”be wound up on application by any person concerned or any compotent authority. Employee participation (involvtement of employees in the European company) does not mean participation in day-to-day decisions, v/hich are a matter for the management, but partici pation in the supervision and strategic development of the company. Several models of participation are possible, firstly, a model in which the employees form part of the supervisory board or of the administrative board, as the case may be, secondly, a model in which the empleyees are represented by a separate body, and finally, other models to be agreed between the mana gement or administrative boards of the founder companies and^ the employees or their representatives in those companies, the level of information and consultation being the same as in the case of the second model. The general meeting may not approve the formation of an SE unless one of the models participation defined in the Directive has been chosen. The employees' representatives must be provided with such financial and material resources and other facilities as enable them to perform their duties properly.
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