The managers’ decisions submitted to the approval of the general meeting: Review of Turkish Commercial Code regulations

2021 ◽  
Vol 3 (1) ◽  
pp. 8-16
Author(s):  
Işik Özer
Keyword(s):  
Decision Making ◽  
Limited Liability ◽  
General Meeting ◽  
Decision Making Process ◽  
Commercial Code ◽  
Turkish Commercial Code ◽  
Additional Costs ◽  
The Right ◽  
Made In

Article 625/2 of the Turkish Commercial Code (TCC), adapted from the Swiss Code of Obligations (Obligationenrecht 811, hereinafter referred as OR 811), allows managers to submit certain decisions and individual matters to the approval of the general meeting. This paper purports to reveal how this article could be interpreted and the regulations to be made in the agreements of limited liability companies in Turkish law. To do that, an interpretation of article 625/2 of TCC is developed. In addition, the effect of this article on the liability of the managers and the references made to articles 51 and 52 of the Turkish Code of Obligations (TCO) are explained. With a regulation added in the agreement of the company, the managers would either be required to submit or they would be free to choose to submit certain decisions and individual matters to the approval of the general meeting. Considering that the submission slows down the decision-making process and causes additional costs, granting the managers the right to choose becomes an important issue. However, the approval of the general meeting does not remove the liability of the managers. So when a lawsuit for liability is filed against managers, the approval of the general meeting may decrease the payment for compensation (articles 51 and 52 of TCO)

scholarly journals Decision Making in Committees: Transparency, Reputation, and Voting Rules

2007 ◽  
Vol 97 (1) ◽  
pp. 150-168 ◽  
Author(s):  
Gilat Levy
Keyword(s):  
Decision Making ◽  
Career Concerns ◽  
Decision Making Process ◽  
Voting Rules ◽  
The Public ◽  
Voting Rule ◽  
The Right

In this paper I analyze the effect of transparency on decision making in committees. I focus on committees whose members are motivated by career concerns. The main result is that when the decision-making process is secretive (when individual votes are not revealed to the public), committee members comply with preexisting biases. For example, if the voting rule demands a supermajority to accept a reform, individuals vote more often against reforms. Transparent committees are therefore more likely to accept reforms. I also find that coupled with the right voting rule, a secretive procedure may induce better decisions than a transparent one. (JEL D71, D72)

scholarly journals Legal status of the company's share in own authorized capital under the Law of Ukraine “On limited and additional liability companies”: problems of legal regulation

2021 ◽  
Vol 11/1 (-) ◽  
pp. 31-36
Author(s):  
Volodymyr TSIUPRYK
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
General Meeting ◽  
Legal Regulation ◽  
Legal Nature ◽  
The Law ◽  
The Right ◽  
A Company ◽  
Authorized Capital ◽  
A Share

Introduction. Nowadays, the issue of determining the legal status of the company's share in the own authorized capital of LLC and TDV has become quite acute, as evidenced by the adoption on July 28, 2021 by the Commercial Court of Cassation in Case № 904/1112/20, in which the Court established a new approach legal nature of such a phenomenon and expressed his own position on the understanding of the legislation concerning the legal status of the share of LLC and TDV in its own authorized capital. Given that a limited liability company is the most popular type of legal entity that is chosen to conduct business in Ukraine, the analysis of this issue is relevant. Some scientific value for the development of the transfer of the participant's share are the works of individual authors devoted to the study of the legal nature of the share in the authorized capital but the problems arising around the legal status of the company. in their own authorized capital in these works were only mentioned along with others, but did not receive a detailed separate study. The purpose of the paper is to analyze the normative regulation of the legal status of the company's share in the own authorized capital of LLCs and ALCs, identification of shortcomings in their legal regulation and implementation, as well as the search for ways to eliminate them. Results. One of the most relevant decisions concerning the subject of this article is the Judgment of the Commercial Court of Cassation in case № 904/1112/20 of July 28, 2021. The court in this case found that the votes attributable to the share belonging to the company itself are not taken into account when determining the results of voting at the general meeting of participants on any issues. However, Ukrainian legislation does not contain any direct norms that would prohibit the exercise of the right to manage a company in relation to itself on the basis of a share in its own authorized capital. That is why the company cannot be a participant in relation to itself, although they seem logical, but do not have sufficient regulatory support, and therefore do not allow to be firmly convinced of their compliance with the law. In view of this, it can be stated that there is a significant gap in the national legislation on this issue, which, in our opinion, the Court failed to “fill” with this decision in the case. Conclusion. In the Ukrainian legislation at the level of the Law of Ukraine “On Limited and Additional Liability Companies” Article 25 defines the possibility for a company to acquire a share in its own authorized capital. However, the regulation of the legal status of such a share cannot be called sufficient, due to which in practice there are certain problems in the implementation of the provisions of the legislation concerning the share of the company in its own authorized capital. The solution of these legal problems is necessary to ensure the highest quality and clarity of the law, as well as to form case law with common approaches to understanding a single rule.

scholarly journals MULTI CRITERIA DECISION MAKING – RANKING AND PROMOTING EMPLOYEES

2019 ◽  
Vol 31 (5) ◽  
pp. 1235-1241
Author(s):  
Marina Badarovska Mishevska
Keyword(s):  
Decision Making ◽  
Decision Problem ◽  
Decision Makers ◽  
Decision Making Process ◽  
Specific Situation ◽  
Mathematical Tool ◽  
Analytic Hierarchy ◽  
The Right ◽  
Term Performance ◽  
Hierarchy Process

The analytic hierarchy process (AHP) is a structured technique for organizing and analyzing complex decisions, based on mathematics and psychology. The method was developed by Thomas L. Saaty in the 1970s and has been extensively studied and refined since then. It has particular application in group decision making and is used around the world in a wide variety of decision situation. Rather than prescribing a "correct" decision, the AHP helps decision makers choose one that best suits their goal and their understanding of the problem. The technique provides a comprehensive and rational framework for structuring a decision problem, for representing and quantifying its elements, for relating those elements to overall goals, and for evaluating alternative solutions. Decision making is the choice of one alternative, from two or more, to which the course of the activity is directed and the problem is solved. The decision-making process is a rational attempt by the manager to achieve the goals of the organizational unit. The decision-making process can be thought of as a "brain and nervous system" of an enterprise. Decisions are made when a person wants things to be different in the future. Given each specific situation, making the right decisions is probably one of the most difficult challenges for managers. Managers in day-to-day work deliver programmed and unprogrammed decisions that solve simple or complex problems. Simple decisions have an impact on the short-term performance of the enterprise, and complex decisions have an impact on the long-term future and success of the enterprise. Users of the AHP first decompose their decision problem into a hierarchy of more easily comprehended sub-problems, each of which can be analyzed independently. Once the hierarchy is built, the decision makers systematically evaluate its various elements by comparing them to each other two at a time, with respect to their impact on an element above them in the hierarchy. The AHP converts these evaluations to numerical values that can be processed and compared over the entire range of the problem. In this article, it is explained the application of the AHP method in order to evaluate and promote employees in the enterprise "X" with several criteria. The obtained results enable the manager to evaluate the employees in an objective way and make an objective decision for their promotion. Its application for selecting the best among employees, in their assessment and promotion, allows managers to use a specific and mathematical tool to support the decision. This tool not only supports and qualifies decisions, it also allows managers to justify their choice, as well as to simulate possible results.

scholarly journals Perlindungan Hukum Pemegang Saham Minoritas Perseroan Terbatas Tertutup dan Keadilan Berdasar Pancasila

SASI ◽  
2019 ◽  
Vol 25 (2) ◽  
pp. 199
Author(s):  
Mustaqim Mustaqim ◽  
Agus Satory
Keyword(s):  
Decision Making ◽  
Qualitative Data ◽  
Legal Protection ◽  
Limited Liability ◽  
Secondary Data ◽  
General Meeting ◽  
Voting Rights ◽  
Limited Liability Company ◽  
Minority Shareholders ◽  
Full Control

Legal protection for the majority shareholders is sufficiently guaranteed, especially through the mechanism of the RUPS, but this is not the case for minority shareholders, thus creating an injustice problem for minority shareholders. The purpose of this study is to uncover and find out legal protection for minority shareholders in a limited liability company based on Pancasila justice. This research is normative juridical so it uses secondary data with the law approach and qualitative data analysis. The results showed that the General Meeting of Shareholders did not reflect legal protection for minority shareholders, because in every decision making through the General Meeting of Shareholders and various other decisions based on the attendance quorum about the majority of votes present at the General Meeting of Shareholders. Such matter is detrimental to the interests of minority shareholders because without the presence of minority shareholders, a General Meeting of Shareholders can be held, while minority shareholders also have the same rights and obligations and responsibilities. The majority of shareholders hold a large and full control over the company, resulting in minority shareholders, there is no guarantee to get justice based on Pancasila justice. Therefore, the General Meeting of Shareholders must be held if attended by all shareholders with voting rights present or represented. If this is not the case, the results of the General Meeting of Shareholders may be canceled.

scholarly journals Factors Influencing Physicians' Clinical Decision-making at Upazila Health Complexes in Bangladesh

2020 ◽  
Vol 3 (4) ◽  
pp. 125-133
Author(s):  
M. Aminul Islam ◽  
M. Abdul Awal
Keyword(s):  
Decision Making ◽  
Social Networks ◽  
Clinical Decision Making ◽  
Average Length ◽  
Clinical Decision ◽  
Primary Data ◽  
Decision Making Process ◽  
Cross Sectional ◽  
The Right ◽  
Consultation Session

ABSTRACT Introduction Selecting the most appropriate treatment for each patient is the key activity in patient-physician encounters and providing healthcare services. Achieving desirable clinical goals mostly depends on making the right decision at the right time in any healthcare setting. But little is known about physicians' clinical decision-making in the primary care setting in Bangladesh. Therefore, this study explored the factors that influence decisions about prescribing medications, ordering pathologic tests, counseling patients, average length of patient visits in a consultation session, and referral of patients to other physicians or hospitals by physicians at Upazila Health Complexes (UHCs) in the country. It also explored the structure of physicians' social networks and their association with the decision-making process. Methods This was a cross-sectional descriptive study that used primary data collected from 85 physicians. The respondents, who work at UHCs in the Rajshahi Division, were selected purposively. The collected data were analyzed with descriptive statistics including frequency, percentage, one-way analysis of variance, and linear regression to understand relationships among the variables. Results The results of the study reveal that multiple factors influence physicians' decisions about prescribing medications, ordering pathologic tests, length of visits, counseling patients, and referring patients to other physicians or hospitals at the UHCs. Most physicians prescribe drugs to their patients, keeping in mind their purchasing capacity. Risk of violence by patients' relatives and better management are the two key factors that influence physicians' referral decisions. The physicians' professional and personal social networks also play an influential role in the decision-making process. It was found that physicians dedicate on average 16.17 minutes to a patient in a consultation session. The length of visits is influenced by various factors including the distance between the physicians' residence and their workplace, their level of education, and the number of colleagues with whom they have regular contact and from whom they can seek help. Conclusion The results of the study have yielded some novel insights about the complexity of physicians' everyday tasks at the UHCs in Bangladesh. The results would be of interest to public health researchers and policy makers.

Identifying E-Business Options

2009 ◽  
pp. 1-10
Author(s):  
Albert Boonstra ◽  
Bert de Brock
Keyword(s):  
Decision Making ◽  
Life Cycle ◽  
Dynamic Environments ◽  
The Internet ◽  
Decision Making Process ◽  
Business Opportunity ◽  
Business Applications ◽  
Decision Making Processes ◽  
Business Purpose ◽  
Made In

The past few years, many organizations have been using the Internet in quite arbitrary and experimental ways. This phase, which can be considered as a period of learning and experimentation, has created a need for a more systematic approach to the identification, the ordering and the assessment of e-business options. It is the objective of this paper to address this need by presenting a methodology that aims at supporting management in using alternative e-business applications in the first stage of the decision-making process. Figure 1 shows how a systematic decision-making process can be organized by using e-business options. The steps are based on Simon’s intelligence, design, and choice trichotomy (Simon, 1960). First, alternative e-business options have to be identified and ordered. Then the possible options have to be assessed and selected. After this stage the selected opportunities have to be specified and designed. Next, implementation, operation, maintenance, and evaluation may follow. In Figure 1 this is called the “formal life cycle”. We will apply the word “e-business option” referring to the possibility to use an electronic network for a business purpose. An e-business opportunity is defined here as an assessed and selected e-business option. In practice, different intermediate feedback activities, interrupts, delays and adjustments are often necessary to reconsider earlier steps (Mintzberg, Raisinghani, & Théorêt, 1976). This is—among other reasons—because decision-making processes of this kind take place in dynamic environments and decisions are made in political contexts (Pettigrew, 2002). Moreover, participants in decision-making processes are often lacking the necessary information to make well-considered decisions right from the start (Miller, Hickson, & Wilson, 1996). In Figure 1 these activities are called “intermediate feedback”.

scholarly journals Outsourcing energy retrofitting of hotel buildings: the decision-making process

2019 ◽  
Vol 266 ◽  
pp. 01016 ◽  
Author(s):  
M.F.F. Fasna ◽  
Sachie Gunatilake
Keyword(s):  
Decision Making ◽  
Energy Performance ◽  
Decision Making Process ◽  
Existing Buildings ◽  
Energy Retrofit ◽  
Energy Efficiency Improvement ◽  
Adoption And Implementation ◽  
Energy Service ◽  
The Right

Poor energy performance of existing buildings worldwide has led to a crucial need to retrofit existing buildings to minimise energy consumption. Among the existing buildings, hotels use as much as 50% of their total expenses on energy and offer significant opportunities for energy efficiency improvement. Yet, comparatively the level of implementation of energy retrofits found to be low, which has attributed to, inter alia, the absence of a clearly defined process for ensuring the delivery of energy retrofit projects and lack of proactive guidance for project teams to ensure that they make the right decisions at the right time to achieve the desired outcomes. Since many energy retrofit projects in existing hotels are carried out with the involvement of an external contractor, or an Energy Service Company (ESCO), this study focuses on investigating the decision-making process in implementing energy retrofits when the project is outsourced to an external party. An in-depth case study is used to obtain insights into the critical decisions to be taken and key activities to be performed throughout the decision-making process. The findings are used to propose a step-by-step decision-making process comprising of three key phases: i.e., pre-retrofit, retrofit implementation and post-retrofit. It is hoped that the decision-making process developed in this study will serve as a roadmap for the effective adoption and implementation of energy retrofits in existing hotel buildings when an external contractor is involved.

scholarly journals Design of forest road network in relation to all-society functions of forests

2012 ◽  
Vol 50 (No. 5) ◽  
pp. 243-247
Author(s):  
M. Kašková
Keyword(s):  
Decision Making ◽  
Forest Management ◽  
Road Network ◽  
Road Construction ◽  
Management Development ◽  
Decision Making Process ◽  
Forest Road ◽  
Road Planning ◽  
Forest Road Construction ◽  
Made In

The basic condition of forest management development is the accessibility of the forest. A design of the forest road network in relation to all-society functions of forests has been made in the catchment of the Vilčok stream. The catchment is situated in Protected Landscape Area Beskydy. The method Quantification and quantitative evaluation of functions of forests as a basis for their evaluation (Vyskot et al. 2003) was used for the design. This method can be applied to road planning. It can serve as another component in the decision-making process of the planning of forest road construction.

The Importance of Information in Crisis Management

2020 ◽  
Vol 12 (1) ◽  
pp. 85-95
Author(s):  
Barbara Kaczmarczyk
Keyword(s):  
Decision Making ◽  
Crisis Management ◽  
Information Flow ◽  
Flow System ◽  
Human Life ◽  
Decision Making Process ◽  
Threat Analysis ◽  
Nature Of Information ◽  
Channel Information ◽  
Made In

Threats have accompanied humanity since the dawn of time. Most of them can develop into crisis situations that can be interpreted in many different ways. The crisis situation is closely linked with the concept of crisis management, which is implemented in four phases. At every stage of work, various elements are significant in terms of crisis management. There are also elements that are very important at every stage. These include: threat analysis, estimation of the probability of their occurrence in a given area, and assessment of their sensitivity. An appropriate information flow system supports the implementation of the above elements. This system should be effective in such relations as between services and between services and society. The effectiveness of information flow depends on the reliability of this information and its flow channel. Information is of particular importance in the decision-making process. It should have appropriate features and properties. Based on the information, both good and bad decisions can be made. In crisis management, this can be relevant to human health and even human life. This article discusses issues related to the nature of information in crisis management.

Sign in / Sign up

Export Citation Format

Share Document