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Corporations and Partnerships in Slovenia, Second edition

Author: dr. Rado Bohinc, Published by: Kluwer Law International, 2020

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Derived from the renowned multi-volume International Encyclopaedia of Laws, this practical analysis of the law of business formations in Slovenia provides quick and easy guidance on a variety of corporate and partnership considerations such as mergers, rights and duties of interested parties, stock exchange rules, labour laws, and takeovers. Lawyers who handle transnational business will appreciate the explanation of local variations in terminology and the distinctive concepts that determine practice and procedure.

A general introduction covering historical background, definitions, sources of law, and the effect of international private law is followed by a discussion of such aspects as types of formation, capital, shares, management, control, liquidation, mergers, takeovers, holding companies, subsidiaries, and taxation. Big companies, various types of smaller entities, and partnerships are all covered in turn. These details are presented in such a way that readers who are unfamiliar with specific terms and concepts in varying contexts will fully grasp their meaning and significance.

Thorough yet practical, this convenient volume puts the information necessary for corporations to compete effectively at the user’s fingertips. An important and practical tool for business executives and their legal counsel interested in engaging in an international partnership or embarking on corporate expansion, this book will prove a valuable time-saving tool for business and legal professionals alike. Lawyers representing parties with interests in Slovenia will welcome this very useful guide, and academics and researchers will appreciate its value in the study of comparative business law.

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Media Law in Slovenia, Second edition

Author: dr. Rado Bohinc
Published by: Kluwer Law International, Alphen aan den Rijn cop. 2019

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Derived from the renowned multi-volume International Encyclopaedia of Laws, this analysis of media law in Slovenia surveys the massively altered and enlarged legal landscape traditionally encompassed in laws pertaining to freedom of expression and regulation of communications. Everywhere, a shift from mass media to mass self-communication has put enormous pressure on traditional law models.

An introduction describing the main actors and salient aspects of media markets is followed by in-depth analyses of print media, radio and television broadcasting, the Internet, commercial communications, political advertising, concentration in media markets, and media regulation. Among the topics that arise for discussion are privacy, cultural policy, protection of minors, competition policy, access to digital gateways, protection of journalists’ sources, standardization and interoperability, and liability of intermediaries. Relevant case law is considered throughout, as are various ethical codes.

A clear, comprehensive overview of media legislation, case law, and doctrine, presented from the practitioner’s point of view, this book is a valuable time-saving resource for all concerned with media and communication freedom. Lawyers representing parties with interests in Slovenia will welcome this very useful guide, and academics and researchers will appreciate its value in the study of comparative media law.

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Science, university articles

The aim of the research on this field is to examine the gap between the reality and both the recommendations and guidelines of various international (Bologna and EU) documents regarding the questions of university autonomy, and to propose solutions to ensure its greater autonomy within the national higher education system. First, the international higher education community’s guidelines and recommendations concerning various aspects of university autonomy is presented. Based on this review, the questions that relate to the constitutional and legal position of the university as an institution in Slovenia are identified. This is followed by an analysis of the legal framework, the legal status of public entities, and the university-state relationship while also presenting disparities from the constitutionally established autonomy of universities from different perspectives. The research findings reveal that the current university system as regulated by the Higher Education Act is inadequate. We therefore argue that truly establishing the constitutionally guaranteed autonomous university requires the higher education legislation to be amended in terms of modernising and improving the Slovenian higher education system (preparation and adoption of a particular university law).

The rectors’ conference of Slovenia launched an initiative to prepare a new draft law on the country’s universities. This step derives from the standpoint that universities are themselves responsible for creating a proper legal framework for their autonomous academic performance. A working group was formed to reflect the basic concepts and formulate a draft law. Among other issues, the draft law largely deals with issues concerning the corporate governance of the universities, including the relationship among university governing and academic organs and bodies, the position of the faculties as members of a university and the issue of student participation. Some unanswered questions relating to the extensive discussions that followed in the academic community regarding certain of the draft law’s solutions are presented in the papers.

Rado. Reti universitarie e ambiente interculturale. V: SADUN BORDONI, Gianluca (ur.). I Balcani e il Mediterraneo, (Collana di studi diplomatici, Storia, memorie, saggi, 30). Catanzaro: Rubbettino. 2010, str. 69-77. [COBISS.SI-ID 3834327]

BOHINC, Rado. University and corporate governance. V: JEŽOVNIK, Alen (ur.). Creativity, innovation and management : proceedings of the 10th international conference, (Management International Conference, ISSN 1854-4312). Koper: Faculty of Management. 2009, str. 1711-1725. [COBISS.SI-ID 3387863]

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Corporate governance articles

Responsibility is not just the ability to respond, but also the duty to react to the consequences of one’s behaviour. There are several types of responsibility, like e.g. moral and legal responsibility, which we can further classify to penal, and damage responsibility (liability). In the article on directors duties and responsibility different types of responsibility in private and public sector are analysed; directors’ (managers´) duties and responsibilities are compared to duties and responsibilities of managers of public agencies, public enterprises and of non-profit organisations. The conclusion of the comparative research is, that management duties and responsibilities should be legally governed and regulated according to the same principles, which is not yet the case in the legal order in Slovenia.

In the article on conflict of interests, the author presents analysis of the current Slovenian legislation covering the issue of conflict of interests, with brief comparative overview. It is estimated that the legislative framework of the conflict of interest related issues in Slovenia is weak and should be improved. The questions like prohibition of competition, duty of disclosure and approval to acquire shares for directors, incompatibility and disinterested position of the supervisory boards’ members, prohibition of board memberships for public officials, and other similar situations are analysed. The author concludes with proposals for legal amendments in this field.

In the field of corporate governance, author also deals with legal analysis of differences and similarities of corporate governance of the state owned enterprises and points out some peculiarities of the new legal framework of state financial investments in Slovenia. Author tries to answer the questions like what is the role of the state as an owner, do we have efficient regulatory framework for state owned enterprises, what are the relationships with the stakeholders and how does the regulation of transparency and disclosure look like. In addition there is a brief comparison of the implementation of the OECD Guidelines in the field of corporate governance of state owned enterprises.

The author also deals with questions of management compensation in Slovenia and describes European and Slovenian legislation and experience in the field of profit sharing. As part of their total compensation for work, members of the board are entitled to a salary, a profit share, reimbursement of expenses, insurance premiums, comissions, and other additional payments. However, the law in Slovenia prescribes the principle of proportionality of compensation to the actual tasks of board members and to the company’s financial state.

Author also deals with the forms of stockholders’ associations for the purpose of realisation of their voting rights. The author analyses legal relations towards proxies, professional proxies and discusses the question as to who can act as a professional proxy. Additionally, author presents views on the associations of stockholders within the frame of different types of agreements and contracts.

BOHINC, Rado. EU corporate governance, recent trends and developments, related to board composition and conflict of interests. V: VRANKIC, Ilko (ur.), KOZINA, Goran (ur.), KOVSCA, Vladimir (ur.). Economic and social development : 9th international scientific conference on economic and social development, Istanbul, 9-10 April 2015 : book of abstracts. Varazdin: Varazdin Development and Entrepreneurship Agency; Koprivnica: University North. 2015, str. 42-43. [COBISS.SI-ID 33302109]

BOHINC, Rado. Conflicts of directors’ interests with the interests of the company in the context of the financial and economic crisis (a comparative overview of some EU countries). V: BOHINC, Rado (ur.). Corporate governance as a tool for economic growth. Ljubljana: Fakulteta za družbene vede, Založba FDV. 2014, str. 167-191. [COBISS.SI-ID 33014109]

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Public governance articles

The research work reffered to the aspect of public administration reform in Slovenia, which included, in addition to the amendments of the constitution, also the Government Act, State Administration Act, Public Agencies Act, Inspections Act and Public Employees Act as well the new legislation in the field of local government, should therefore be accelerated and given the priority.

The reform, however, did not include only the legal (normative aspects, but also other fields (development of information technology, introduction of quality in the work of administrative bodies, establishment of the training system, simplification of administrative procedures etc.). Special attention was paid to the establishment and qualification of institutions for monitoring and implementing the legislation of the European Union (together with the plan of places of work, professional training of employees and provision of appropriate employment relationship).

Public sector in Slovenia (public institutions in the field of education, health care, social care, culture, research…), has been, from the point of view of property rights, organisation and governance, the same since in the year 1991, when the Law on public institutions passed in the Slovene Parliament, as one of the important reform laws. At that time, the property of ex self-management communities was “temporarily” nationalized (transferred to state and municipal ownership). Notwithstanding huge reforms in the private business sector, the public sector remains as it was when it was taken by the state (nationalized). A reform is needed in this field and the articles show the weak points of the existing approaches in corporate governance in the public sector and present the standpoints and guidelines for a corporate governance reform in public sector.

Public-private partnership is also researched; it is always a relationship between a public and private partner, where the state or local community as a public partner enters into a public-private partner relationship, granting the exercising rights and duties. The Public-private Partnership Act (2006) brought a series of novelties into the Slovenian company and public law. They are mainly the provisions concerning the status of public-private partnership (Articles 96 and following of the Public-private Partnership Act, transitory and final provisions, regulating status reorganisation of public companies, Article 141 and following). Status public-private partnership in a relationship between public and private partner, where contract based cooperation between partner also brings along changes to the status or proprietary structure of one of the partners. Status public-private partnership may therefore come to exist either by private investment into entities of public law (most frequently public undertakings) or by purchase or increase of capital shares. One of the important novelties concerns the changed regulation of the public undertaking capital. The new regulation prohibits investment of private capital into a public undertaking, which means that a public undertaking can no longer be a mixed-capital company. According to this changes, a public company may only be established and operate by public capital investments. The duty of the exclusion of public infrastructure from the property of public undertakings is regulated by Article 145 of the Public-private Partnership Act (transfer of basic capital), ruling that the capital of (public) infrastructure invested in the existing public companies as a material investment is to be deducted from the capital and transferred into the ownership of the Republic of Slovenia or a municipality.

Articles

BOHINC, Rado. Historical transformation of property rights in the context of new paradigm of human development. Acta Histriae, ISSN 1318-0185. [Tiskana izd.], 2013, letn. 21, št. 3, str. 427-448. http://zdjp.si/sl/acta.htm. [COBISS.SI-ID 2448851]

BOHINC, Rado. The judge’s tenure : a historical and contemporary overview. Acta Histriae, ISSN 1318-0185. [Tiskana izd.], 2014, letn. 22, št. 3, str. 791-808. [COBISS.SI-ID 33108829]

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Social responsibility articles

Rado Bohinc

In the articles on corprate social responsibility it is analysed the extent to which the much talked about ideas on Corporate Social Responsibility (CSR) have been implemented within the framework of the existing legislation on corporate duties and liabilities, and the necessary steps required to overcome the continuing impasse. It is argued that the reason for the poor implementation of the CSR concept in companies’ day-to-day and strategic business behaviour is the fact that CSR initiatives are not legally binding but are still more or less recommendations with a “wishful” orientation. It is proposed that an EU Directive be enacted in order to harmonise national corporate legislation by redefining director’s duties and responsibilities, including directors’ duty “to integrate social, environmental, ethical, human rights and consumer concerns into their business operations and core strategy in close collaboration with their stakeholders”. In this way, CSR would become legally binding and not just a declaration about the responsibility of enterprises which is not legally enforceable.

BOHINC, Rado, MULEJ, Matjaž. 10 basic requirements for social responsibility. V: MULEJ, Matjaž (ur.), HRAST, Anita (ur.).  Social responsibility and sustainable development in science, education and business : conference proceedings – summaries, (Zbirka Družbena odgovornost). Maribor: Inštitut za razvoj družbene odgovornosti (IRDO). 2018, str. 19. [COBISS.SI-ID 13100316]. [COBISS.SI-ID 35118429]

BOHINC, Rado. The pillars and tools of the new social responsibility. V: MULEJ, Matjaž (ur.), HRAST, Anita (ur.), BERGANT, Živko (ur.). Value added as business information from the view of social responsibility & enterprise sustainability : conference proceedings – summaries, (Zbirka Družbena odgovornost). Maribor: Inštitut za razvoj družbene odgovornosti (IRDO). 2017, str. 15. [COBISS.SI-ID 35189853]

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Corporate Social Responsibility

Authors: dr. Rado Bohinc, dr. Til Rozman, dr. Matjaž Uršič, Petra Podobnikar, Maja Jančič, dr. Barbara Rajgelj
Published By: Fakulteta za družbene vede, Založba FDV, Ljubljana, 2016

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When talking about social responsibility on a global level, every entity doing activities in a relationship with nature shall maintain balance between the economy and the ecosystems. In addition, balance should be searched between the profit and social welfare, or, speaking on a wider scale, between economic and social development. A trade-off shall be achieved between two desirable but incompatible features; or, to be less ambitious, at least a compromise.

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Media law in Slovenia

Author: dr. Rado Bohinc
Editor: Rogers Blanpain, Frank Hendrickx,Published by: Kluwer Law International, Alphen aan den Rijn cop. 2015

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In the first part of the book, there is an overview of media markets and landscape in Slovenia and main actors in the field of public and private radio broadcasting and print media. Also technical infrastructure as electronic communications network, equipment, services, including electronic signature and cable penetration are analysed. In addition, institutional infrastructure like Electronic Communications Council of the RS, Communications Networks and Services Agency, ACOS (APEK) and The Inspectorate of the RS for Electronic Communications and Electronic Signature are presented. Following technological and economic developments on the media markets is introduced as digital television, new media, convergence of media products and film and audio-visual industry are described in the book. Sources of media law starting with the Constitution, legislation and implementation decrees, related to media and to broadcasting and journalist ethical codes and case law from the field are further elaborated.

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