The present study tries to summarise the role of company law in the codification process of civil law and commercial law. First, the study attempts to find the general features of the codification of company law summing up shortly the general history of company law. Later on the study describes the history of company law and commercial law in several Western-European countries. As a matter of fact the study deals with France, Italy, Spain, Portugal, Greece, Netherlands, Belgium, Germany, Austria, Switzerland, England. The study tries to grasp the common characteristics of the legal development in the foregoing countries. The study also stresses the common features of the different forms of company and describes the way how the various forms of company were separated. The study pays high attention so the influence of company law on the development of civil law and commercial law. The study takes into consideration the comparative legal approach while describing the history of company law in the Western European countries.
In the first part of the paper, the author provides an extensive analysis of the take-over regulation of 1997, the first of this kind in Hungarian law. The author examines the relationship of take-over and antitrust law pointing out the ambiguities of the regulation of 1997. The second part of the paper is dedicated to the recent Hungarian take-over regulation of 2001, containing more strict and detailed rules at the same time increasing the regulative competence of the government agencies considerably. The paper concludes on a note of doubt concerning the reasonableness of such an powerful extension of state regulation. The relationship between the rules of company law and securities law governing the acquisition of shares of Hungarian public companies is an important problem of legal dogmatics. Since the acquisition of shares is an issue essentially governed by company law, the decision of the legislator both in 1997 and in 2001 to include the rules concerning take-over into securities law (thus rigidly separating them from the rules of company law) must be considered unreasonable. It is argued that the fundamental problematic of the new regulation is that the purport and the signification of the take-over legislation receded in the process of recent legislation to give way to the prevalent and unjustifiably omnipotent requirements of rigour and "restoration of order". The author, however, admits that the Hungarian legislation has adopted rules very similar to other European jurisdictions.
The purpose of this paper is to discuss the mergers and acquisitions activity from various perspectives. The concept of mergers and acquisitions always has a strong economic background, which will be considered even if the concept is discussed from a legal perspective. After clarification of the basic terms of mergers and acquisitions, the economic background of mergers and acquisitions will be examined. From legal point of view this paper mainly concentrates on the relevant directives of the European Union. Currently, there are four relevant company law directives related to corporate reconstruction in the law of the European Union: the Merger Directive, which regulates mergers between public companies, the Sixth Company Law Directive, which covers the division of an existing public company into entities, the directive, which concerns cross-border mergers and last but not least the Takeover Directive. From this four company law directives, this paper mainly focuses, besides the economical background and basic terms of mergers, on the Merger and Cross-Border Directive.
The paper may serve as a good practical guidance for a foreign reader to the conception of the new Hungarian Civil Code. After a brief historical review, and description of the drafting process, the paper summarises the principal issues addressed in the Conception of the New Civil Code ("Conception"). These are: the proposed structure is a comprehensive code, covering all ranges of matters that are related to civil law, including commercial law, family matters, labour law, company law, intellectual property and conflict of laws issues. Then the paper describes the most important specific amendment proposals in the various fields covered by the Code: introduction of a preamble, basic principles of the civil law, rules regarding legal entities, property rights, contract law, including liability, and finally in the field of the law on succession.
The study examines the new act on business associations passed in 2006. It concludes, that the general principles, the structure of the Hungarian corporate law have remained unchanged since 1988, however, because of the practical demands and the European legal harmonization requirements a new act on business associations was necessary. The new act introduced several entrepreneur-friendly legal institutions and carried out a significant deregulation as well.
The essay deals with the syndicate contract functioning as a preparation to partnership contract or a skeleton agreement. The syndicate contract, as an atypical-innominate contract, also evolved in the Hungarian legal practice concerning major companies. The essay distinguishes the syndicate contract from agreement in principle (in the Hungarian Civil Code). It discusses in details the problems of joining the syndicate contract at a later stage, the collisions of syndicate and partnership contracts and their consequences. In analyses the consequences of the breach of syndicate contract
This article is intended to give a short synopsis on the history of the Hungarian privatization, which has not been fully finished yet, but the most important aims however have been accomplished. As this issue is rather a complex one, having also legal and economic nature, one cannot avoid providing a short historical introduction from legal and economic aspects. Therefore the author also outlines the most significant elements of the changes in the system of the Hungarian ownership at the beginning of the 1990s, which can be featured as the transaction from planned economy into market-economy. After the introduction the author describes the most important steps of the Hungarian privatization, which can be summed up as follows: (i) stage of spontaneous privatization (1985-1989); (ii) stage of state-controlled privatization (1990); (iii) stage of state-"directed" privatization (1990-1991); (iv) stage of privatization under the SPA/-programmes (1991-1992); (v) stage of self-privatization (1992-1995); (vi) the "third" regulation of privatization, strategic privatization (1995-). The author also pays attention to the analysis of the relevant legal rules, which are or used to be in effect regulating privatization. The author also highlights that the law of Hungarian privatization cannot be thoroughly studied without taking into consideration the economic goals and economic characteristics of Hungary, as well.