Thesis (LLM.) -- University of Limpopo, 2018 / The aim of this study is to posit the theory that it will be more beneficial to, rather use a private company instead of a Communal Property Association (CPA) to promote and develop the property interests of previous disadvantaged rural communities. Maladministration, poor governance, misappropriation of funds and property together with diverging interests give rise to disputes and internal conflict. The research will include a literature study of relevant textbooks, case law, law journals, legislation and discussion documents. Constitutional development in property law opened the door for a different approach in the application of property rights and rights relating to property, which in return precedes to a better understanding of communal rights and the enforcement of traditional values in a democratic society. Despite these constitutional developments, the maladministration, poor governance and misappropriation of funds and property by Communal Property Association executive committees caused discontent amongst community members, necessitating the examining of the use of a private company to promote and develop the property interests of rural communities, as an alternative institution to enhance democracy and the protection of human rights in communal context. The development of, either proper legislation to ensure compliance with the principles of good governance, accountability and transparency or the use of an alternative institution, which is already required by law to comply with the said principles, to manage the affairs of a Communal Property Association, should resolve these problems. The study is primarily a critical analysis and comparative study on the relevant provisions of the Companies Act 71 of 2008 in relation to the provisions of the Communal Property Associations Act 28 of 1996 to establish whether the use of a private company can resolve the problems currently experienced by Communal Property Associations.

The difference in valuation between private and public firms have been studied several times on the U.S. and European markets. However, we believe that the lack of studies made on the Swedish market opened a possibility for an exciting opportunity. The general conclusion drawn from the earlier studies is that there in fact does exist a discount on private companies compared to similar publicly traded ones and this study is going to examine whether this also applies on the Swedish market. After collecting data from acquisitions of private and public firms, each private firm is paired up with its closest public counterpart and the multiples are being compared. This resulted in a mean discount for private companies of 48%, 32% and 32% when comparing the EV/EBITDA, EV/Sales, and EV/Earnings multiples respectively confirming the existence of a Private Company Discount on the Swedish market.

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A private company lacks a direct observable market value and several situations may require a practitioner to compute the value of a private company. Since most of the valuation methods in use are based on data derived from the public stock markets certain adjustments may be appropriate when valuing a private company. Marketability and liquidity is said to be one of the more observable differences between a public and a private company. This implies that the shares in a private company have a lack of marketability and liquidity in comparison to the shares in a public company, which practitioners may have to adjust for. Several quantitative studies are conducted on the subject in order reassure price differences between public and private companies, namely a private company discount (PCD). Furthermore, several quantitative studies strive to establish a general and standardized cost for lack of marketability (liquidity) expressed as the illiquidity discount or the discount for lack of marketability (DLOM). These studies have different perceptions and use different hypothesis to identify illiquidity, which in turn will lead to a large span of different discounts. Essentially, earlier research examines assets marketability and liquidity with the assumption of them being equal in all other aspects. Professional practitioners constantly seek guidance in these studies to justify their estimated and applied illiquidity discount/DLOM when performing a valuation on a privately held company. Furthermore, we have also observed survey-studies adopting a more qualitative method in order to appreciate the level of discounts applied in a valuation by professional practitioners. Consequently, this sea of studies provides the practitioner with a discount that ranges from 5% to 60% to take a stand on. The impossibility to determine the most adequate theory contributes to the inconsistency of how this issue is handled in reality by market participants and courts. In our study we first provide the reader with a rigorous literature study, which describes earlier research on the subject of illiquidity discount/DLOM. We conclude that research has gone one step too far when conducting all of these quantitative studies. This is why we conduct our own empirical data through semi-structured in-depth interviews with professional valuation experts on the Swedish market. This makes our approach a retake on the issue in order to generate suggestions to further studies. What we find is that all of the independent consultants, primarily, does not apply a discount when valuing a majority interest due to the paradigm on the Swedish market. In contrast, the private equity fund manager, which only acquires majority interest, can use this type of discounts in their dependent valuation of majority interests. However, when valuing a minority interest the independent valuation consultants use quantitative empirical studies to derive a starting point of the discount. The level of the discount is then estimated upon the purpose of the valuation and firm-specific variables, which all of the participant’s states to be the most important ones when estimating a illiquidity discount/DLOM. Based on these results we argue that one should be very careful when taking guidelines from quantitative empirical studies. Our interpretation is that the level of illiquidity/DLOM applicable depends on the level of attractiveness, which in turn has a bearing on all firm-specific variables. When it comes to applying the appropriate discount all of the participants argue in favor for a discount-on-value and not as some research suggest; a risk premium added to the discount rate. We also generate adequate suggestions to further studies based on these interviews. Since courts and in particular the Swedish tax-court is inconsistent when approving or rejecting illiquidity discounts/DLOM we suggest legal actions on the issue. Furthermore we suggest a survey-like study in order to catch consensus take on how to estimate the level of discount. In fact, this can be done every year in a similar way as PwC’s market risk premium study is conducted.

European Private Company (function, state of preparation of European legislation and perspectives) The European Private Company is to become a new company form based on European law. The proposal for a Regulation regarding the European Private Company Statute (hereinafter: Regulation) presented by the European Commission aims at improving conditions for small and medium enterprises (hereinafter: SME's) in the European Single Market by providing them with the same, flexible and uniform set of company law rules across European Union. The European Company Statute is expected to reduce complying costs and remove some obstacles SME's are now facing when conducting cross-border business. The aim of my thesis is to identify the objectives of the proposal and to illustrate the state of discussion on European Private Company among Member States. It seeks to describe the reasons and the approach of European Commission when drafting provisions on some core issues of the proposal and to address the changes these provisions have been subjected to during the discussion in European Council. This paper attempts to outline the perspectives of European Private Company Statute proposed by Commission compared with the perspectives of Compromise proposals introduced by Presidency of European Council. The thesis is...

The diploma thesis evaluates the possible status of the European private company (SPE),once becomes valid. It describes the legislative procedure and evaluates the impact of the SPE once it exists. At the end, differences between Czech legal form of "Spolecnost s rucenim omezenym" and SPE are discribed.

In 2008, the European Commission proposed a regulation for a new European private company, called the Societas Privata Europeaea. This proposal did not get unanimous approval and was therefore withdrawn after five years of attempt to find a compromise. In 2014, the European Commission proposed a directive on single-member private limited liability companies, called the Societas Unius Personae. The aims of the new proposal have a few similarities as the European private company, as will be mentioned in the introduction. However, the proposed directive introduces a few changes, which the European Commission hopes will make this proposal successful. The purpose with this thesis is mainly to examine whether there is a need of a new European company form on the market today. The conclusion is taken by examining who would benefit the most with this company form. This thesis contains an explanation of the proposed directive, a comparison between this new company form and the corresponding Swedish company, as well as opinions on this directive. In the end there is a discussion regarding this subject and lastly my conclusions. The result has shown that there are still great amount of uncertainties that are in need of further discussion in order for this proposal to eventually pass unanimous consent. My conclusions are that there is not an urgent need of a new European company form on the market right now. However, it is a work in progress, and I believe a European company form like this one is a good way towards the aim of uniting the Member States of the European Union.

Ägare av aktier i privata bolag har sämre möjlighet att avyttra sina aktier än ägare av aktier i publika bolag, allt annat lika. Därför används en generell rabatt vid värdering av privata bolag, en privat bolagsrabatt, för att kompensera köpare för den reducerade möjligheten att avyttra sina aktier i ett senare skede. Undersökningen ämnade därför undersöka huruvida en generell rabatt är applicerbar på samtliga bolag genom att undersöka skillnader i den privata bolagsrabatten mellan olika branscher i Norden. Genom att använda publika aktietransaktioner skapades publika referensportföljer som kunde jämföras med privata bolagstransaktioner i Norden under perioden 2006- 2013. Utifrån dessa jämförelser kunde värden för den privata bolagsrabatten framställas. Resultatet tyder på att det finns skillnader i den privata bolagsrabatten mellan branscher. I två av branscherna, transport och finans, visade enskilda multiplar signifikanta resultat. Utifrån det tolkade resultatet finns motiv för att inte använda en generell, branschöverskridande rabatt. Detta då det kan medföra problematik i värderingen och ge felaktigt värderade privata bolag. / Owners of shares in private companies have less opportunity to sell their shares than owners of shares in public companies, all else being equal. Therefore, when valuing private companies, a general discount are used, a private company discount, to compensate buyers for the reduced opportunity to sell their shares at a later stage. This study therefore aimed to examine whether a general discount is applicable to all companies by examine differences in the private company the discount between different industries in the Nordic region. Public reference portfolios were created in order to compare public transactions with private transaction in the Nordic region between 2006-2013. The results showed that there are differences in the private company discount between industries. Significant results were found for some isolated multiples in two of the examined industries, transportation and finance. Those results indicated that there are motives not to use an overall, cross-industrial discount. That is due to the problems involved within the valuation process and can result in wrongly valued private companies.

Competencies of General Meeting of limited liability company The purpose of my thesis is to analyse competencies of a general meeting of a limited liability company, show different theoretical opinions and present my own ideas. I have chosen this topic because the limited liability company is the most common type of business entity in the Czech Republic and so I find this topic useful. The thesis is composed of Introduction, four chapters and Conclusion. Introduction defines aims and methods of this thesis. First general chapter is followed by three chapters, each of which dealing with different aspects of general meeting's competence. Chapter One is introductory and defines basic terminology used in the thesis. This chapter is subdivided into five parts. Part One describes the limited liability company and explains basic characteristics of this type of business entity set out by the Czech Commercial Code, No. 513/1991 Coll., as amended (hereinafter referred to as the ,,Commercial Code ). Part Two deals with the general meeting and it's position within the company. Part Three is concerned with powers of the general meeting and explains this term in general. Part Four is about members' decision making outside of the general meeting and Part five deals with some differences of decision making of a...

The final thesis deals with a share in a private limited company as a security. An introduction chapter is being followed by a chapter describing the historical development of the pledge over a share in a private company limited by shares and the securing ownership transfer on the current territory of the Czech Republic. The next chapter deals with the basic preconditions of a valid pledge contract over share. The transferability of a share, different rules for transfer contract and pledge contract and future pledge contract are being stressed. The new case law of the Supreme Court of the Czech Republic dealing with the pledge contract over shares is discussed. The following chapter inquires the problems regarding the registration of the pledge in the commercial register and protection of the good faith when dealing in trust in the data registered in the commercial register. The right to propose the registration of the pledge to the commercial register is examined. The author compares the protection of the good faith when dealing in trust in the commercial register and the land register in the fourth chapter. The possibility to acquire a pledge on a share from a non-owner and the possible acquisition of a share without any rights of third persons is considered. The possibility of acquisition of the...