Lecturer: Miljen Matijašević G10, room 6, Tue 15:30-16:30 Session 8, 9 Dec 2014

1. Translation practice 2. Forms of Business Organisation in the US

New powers for national parliaments For the first time, national parliaments will have a direct input into the European decision-making process. Under the Lisbon Treaty, all proposed EU laws will have to be sent to national parliaments. Any national parliaments will have eight weeks to argue the case if it feels a proposal is not appropriate for EU level.

Nove ovlasti nacionalnim parlamentima Po prvi puta nacionalni će parlamenti imati izravnog utjecaja na europski postupak donošenja odluka. Prema Lisabonskom ugovoru svi prijedlozi europskih zakona morat će biti upućeni nacionalnim parlamentima. Bilo koji nacionalni parlament imat će osam tjedana da izloži svoje argumente ukoliko bude smatrao da prijedlog nije prikladan za europsku razinu.

If enough national parliaments object, the proposal can be amended or withdrawn. This early warning system gives national parliaments an important role in ensuring that the EU does not overstep its authority by involving itself in matters that can best be dealt with at national, regional or local level.

Ako dovoljan broj nacionalnih parlamenata uloži prigovor, prijedlog se može izmijeniti ili povući. Ovaj sustav ranog upozorenja daje nacionalnim parlamentima važnu ulogu kako bi se osiguralo da EU ne prekorači svoje ovlasti i uključi se u pitanja koja se najbolje mogu riješiti na nacionalnoj, regionalnoj ili lokalnoj razini.

Company/corporate law

COMPANY LAW (UK) / CORPORATE LAW (US)  deals with the creation and regulation of business entities  a business entity - poslovni subjekt

Three main types: 1. sole proprietor (a.k.a. sole trader) 2. partnership 3. limited company

 The simplest and most common type of business organisation  Owned by one person, who:  has unlimited control over the business  enjoys all the profits  has unlimited liability for debts and losses

 Suitable for businesses such as self-employed hairdressers, plumbers, retail shopkeepers, barristers, translators, etc. Think of the advantages and disadvantages of being a sole proprietor!

Advantages Disadvantages  one person – owner and manager:  independent decision- making  keeps all the profits  simple to set up  few formalities  unlimited liability for debts and losses  risks increase if the business becomes very successful  hard to raise substantial capital

 association of two more more persons (usually up to 20) partnership agreement  subject to a partnership agreement  common among accountants, solicitors, architects, etc.  a simple partnership – not a legal person

 May regulate the following:  duration of the partnership  its name and business  the manner of sharing profits, losses and costs  capital contribution  joining and leaving the partnership  restrictions imposed on the partners  etc.

Advantages Disadvantages  capable to raise and utilize more capital  brings together people with different skills  profits distributed  limited freedom and decision-making power  certain disadvantages in comparison with a limited company

Limited company (UK) / Corporation (US)  An artificial person created under law and empowered to achieve a specific purpose  A legal entity (pravni subjekt) which can own property, enter into contracts, sue and be sued – an identity separate from its shareholders

 Some characteristics:  perpetual life (perpetual succession)  limited liability  transferability of shares  access to capital  professional management

 usually starts out as a Private Limited Company (Ltd.)  Needs to be registered – gets a registered number (reg.no.) and Certificate of Incorporation (UK)  This is called: company registration (UK) or incorporation (US)

 Constitutional documents:  Memorandum of association states the principal objects (purposes) of the company  Articles of association (statut društva) sets out the relationship between the company and its shareholders limited liability issue of new shares

 A company has:  shareholders  a Board of Directors (managers of the company’s operations)  creditors (those to whom the company owes money)

 if a private limited company needs to raise capital in order to expand its business, enter into a major project, it can decide to:  borrow money from an investment bank subject to payment of interest, whose rate depends on the risks involved  raise capital by selling shares in a private sale to an investor  raise capital by selling shares on the stock market

listed company  if a company issues shares and puts them on the stock market, we say that it is a publicly listed company and is referred to as a public limited company (plc)  it issues a prospectus*, offering a public sale of its shares, listing them at a stock exchange** (e.g. FTSE – the London Stock Exchange) *prospekt, javni poziv na kupnju dionica **burza dionica, vrijednosnih papira; stock market – tržište vrijednosnih papira

 the company is run by the Board of Directors  the Board is accountable to the shareholders, although the Board decides how to distribute profits  they can decide to pay a dividend to the shareholders, or re-invest the profits into the business  a dividend is a proportion of the profits paid to the shareholders

 PLCs hold Annual General Meetings (AGM) where the performance of the company in the previous year is presented, as well as plans and strategies for the future  an Annual Report is produced and submitted to the shareholders  members of the Board of Directors may submit themselves for re-election by the shareholders

Advantages Disadvantages  limited liability, i.e. no personal liability of the shareholders  perpetual life  can sell shares, easier to raise capital  ease of transfer  more complicated and expensive to set up  lots of formalities

sole proprietor/trader partnership limited company corporation legal entity unlimited liability partnership agreement transferability of shares perpetual life private limited company company registration registered number articles of association

public limited company listed company prospectus shareholder Board of Directors stock market stock exchange accountability AGM annual report dividend

Thank you for your attention!