Ład korporacyjny w gminach
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Date
2014
Authors
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Publisher
Wydawnictwo Naukowe UAM
Title alternative
Corporate governance in gminas
Abstract
In this article, the author analyses the applicability of the concept ‘corporate governance’ in the context of units of local self-government, and in gminas in particular. ‘Corporate governance’ is a concept developed in the science of law which regulates the functioning of companies listed on a stock exchange. In that respect it has a defi ned meaning and is termed ‘soft law’ the regulations of which are complementary to the provisions of private law, or which amend or precise these provisions. Such role of principles constituting ‘corporate governance’ in private law is a natural consequence of the openness of the private law system. Although there is considerable similarity between the organisational structure of a gmina and the organisation of a large listed public limited company, both being entities of corporate character, the legal nature of the gmina regime regulations differs signifi cantly from the legal character of norms that regulate the organisational structure of stock exchange companies. The regime of a gmina as a subject of public law is regulated by provisions of administrative law and are part of the generally binding laws, while the regulations of corporate governance in public companies are largely provisions of so called corporate law and are quasi-legal instruments, hence their term ‘soft law’. It is concluded that the differences between the essence of private and public law leave no room for the principles of corporate governance as described above to be incorporated in a gmina regime. This, however, does not mean that its regulation is detached from axiology. On the contrary, there are many examples confi rming that axiology is present in abundance in the regulations of a gmina regime, but void of non-generally binding regulations such as good practice or corporate governance in the meaning as they function in public companies.
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Keywords
corporate governance in company law, units of local self-government, soft law, differences between private and public law
Citation
Studia Prawa Publicznego, 2014, Nr 2 (6), s. 41-66
ISBN
978-83-232-2743-4