Legal control of transnational corporations

[I. B. Ljutić]

373 listova

Bibliografija: list 335-368.

International Trade; Commercial Law

Legal control and governance of related companies for many years, represent one of the central issues related to international business, international trade relations, globalization and integration of world markets. Nature of business related companies in itself imposes an integrated and multidisciplinary approach, especially in the situation of their expansion to the international court. The research was to transnational companies in the context of legal control, operations, corporate governance models and the determination of effective mechanisms for protection of foreign investors and national economies. In the research elaboration of the topic of which have being chosen for this study, it has being primarily applied the comparative law research methodology of the pertinent legislatures of the selected countries OECD member states, EU countries, also Central European countries and USA. Methodological approach of the research of the selected legal and law texts is based on the normative-legal method of research as well as on the comparative law legal research. In Serbian legal jurisprudence until now there was no a single monograph study which dealt with a subject of control of transnational corporation (TNC) from the legal point of view. State of affairs in the area of comparative law review is pointing out to a fact that EU Member States, and also member countries of the OECD (especially countries of the Anglo-Saxon jurisprudence), have achieved advances results in the legal regulation of the TNCs at different levels of regulation of the mechanisms of their legal control. The fact that the corporate groups are dominant and legitimate way of doing business of large corporations, in the most developed industrial countries in the highly globalized economy, is imposing a need to regulate their business activities and dealings at the national, regional and at the universal international levels. The absence of regulation at the national level is increasing a burden and responsibility of the national jurisdiction related to legal control of the TNCs. Parallel to that, the non-existence of the detailed regulation of affiliated companies in our country, as well as the lack of some form of significant experience of the Serbian Government over the TNCs has affirmed a need of the practicing law in Serbia for research in this field. The significance of the regulation and control of TNCs in Serbia is right in attracting direct foreign investments and arrival of increasing numbers of TNCs, as well as in the harmonization of the regulatory frameworks the EU Acquis communautaire. Global legal control regime of the corporate groups shall be positioned at the domain of the hard law, rather than in the sources of the soft law normative solutions. It is the way by which the effective legal control of the transnational corporations could be achieved, as key foreign investors. Rules related to doing business and legal control of the transnational corporations has being observed in the international and social context, within which unilateral and individual decisions and solutions of a one country are not welcome. Enabling legal coordination and harmonization of the legal regulation between the countries is contributing to the increase of the international trade, and also is mitigating and preventing the conflicts of interest if different national jurisdictions. By signing the contracts between the subjects of the public and private law and with transnational corporations, it is created a separated legal system – transnational law, which could be analyzed with the doctrinarian approach of lex mercatoria. This is the way how company law, e.g. corporations itself are undertaking under their control globally over the international law. This period is called the period of the "real corporative colonialism". It is right at this point, possible to see the legal mechanisms which at the same time could enable and also disable, the polarization of income and globalization of the power of transnational corporation, and in other words to control them with adequate legal regulation, form one point of view, or to phase with a situation of the lack of legal control of the multinational corporations at the other hand. By combining the model of legal control (between the national and international) transnational corporation as a whole, could help and assist in the process of solving different maters and problems legal control and regulation of their business operation. In the comparative law studies especially in the USA, is emerging a new regulation, which is pointing out that the traditional concept that each member company within the TNC group in is a separate legal entity, really in conflict with the economic reality. This PhD dissertation in law is without any doubt a contribution to a fuller understanding in the area of law and regulation of the TNC in the segment of legal control.

transnacionalna kompanija, povezana društva, korporativno upravljanje, de facto kontrola, kontrola na nacionalnom nivou, kontrola na međunarodnom nivou, meko pravo, strane direktne investicije, pravna kontrola

transnational corporation, related companies, corporate governance, de facto control, control on the national level, control on an international level, soft law, foreign direct investment, legal control

347.72:334.726](043.3) 334.726:005.21](043.3) 005.21

S 144

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