Current Issues Of Company Law In Slovenia

Current Issues Of Company Law In Slovenia Presented by: Prof. Dr. Dugar Date: 9 May 2024 Act on Amendments to the Companies Act - Amendment L - Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (hereinafter: Digitalization directive) • Online establishment of companies → with the newly added para 2 of art 183 of the Companies Act, the articles of association of a joint-stock company can now be drawn up using video transmission as a notarial record in electronic form  The same possibility has also been provided for the establishment of a LLC • Virtual general meeting  Joint-stock company → articles of association  LLC → all shareholders agree with a written statement - Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross- border conversions, mergers and divisions (hereinafter Mobility directive) • Before Amendment L → all procedures for statutory transformations within national borders were regulated in the Companies Act, while only cross-border mergers were regulated for cross-border operations • Amendment L→ cross-border divisions and cross-border conversions are added Corporate Sustainability Reporting - Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting (Corporate Sustainability Reporting Directive • Main changes to Non-Financial Reporting Directive (NFRD)  Extension of the companies in scope  Extension of the reporting requirements for a company's value chain  Requirements for the integration of sustainability information in the management report  The assurance and digital tagging of the information reported  Requirements for the sanctioning regime for statutory auditors - The proposed directive will also entail a dramatic increase in the number of companies subject to the EU sustainability reporting requirements. The NFRD that is currently in place for reporting on sustainability information, covers approximately 11,700 companies and groups across the EU. The CSRD is expected to increase the number of firms subject to EU sustainability reporting requirements to approximately 49,000.. Cybersecurity Risk-Management Measures - Allianz Risk Barometer The most important global business risks for 2023 - Directive (EU) 2016/1148 of the European Parliament and of the Council of 6 July 2016 concerning measures for a high common level of security of network and information systems across the Union • - Zakon o informacijski varnosti (ZInfV) • - OJ L 194, 19.7.2016, p. 1-30 Uradni list RS, št. 30/18, 95/21, 130/22, 18/23, 49/23 Directive (EU) 2022/2555 of the European Parliament and of the Council of 14 December 2022 on measures for a high common level of cybersecurity across the Union, amending Regulation (EU) No 910/2014 and Directive (EU) 2018/1972, and repealing Directive (EU) 2016/1148 (NIS 2 Directive) - • OJ L 333, 27.12.2022, p. 80-152 • Transposition deadline: 17.10.2024 Proposal of a new Zakon o informacijski varnosti (Pr. ZInfV-1) • EVA 2023-1544-0005; https://e-uprava.gov.si/si/drzava-in-druzba/e- demokracija/predlogi-predpisov/predlog-predpisa.html?id=16290 - Main characheristics of NIS 2 Directive: • Expansion of entities which must comply (e.g. postal service providers; private entities exceeding certain size thresholds; manufacturing, production, and distribution of chemicals; cultivation, processing, and distribution of food; social media platform providers; etc.)  There is no longer a distinction between providers of essential services and providers of digital services → replaced with the distinction between essential and important entities depending on the sector and size of the entity • Extended obligations of essential and important entities  Member States shall ensure that the management bodies of essential and important entities approve the cybersecurity risk-management measures taken by those entities in order to comply with Article 21, oversee its implementation and can be held liable for infringements by the entities  Member States shall ensure that essential and important entities take appropriate and proportionate technical, operational and organizational measures to manage the risks posed to the security of network and information systems which those entities use for their operations or for the provision of their services, and to prevent or minimize the impact of incidents on recipients of their services and on other services. o Entities must also take into account the vulnerabilities specific to each direct supplier and service provider and the overall quality of products and cybersecurity practices of their suppliers and service providers, including their secure development procedures  Reporting obligations - (128) This Directive does not require Member States to provide for criminal or civil liability with regard to natural persons with responsibility for ensuring that an entity complies with this Directive for damage suffered by third parties as a result of an infringement of this Directive. • Article 263 of the Companies Act (Diligence and responsibilities)  1. In performing their tasks on behalf of the company, the members of the management or supervisory body must act with the diligence of a conscientious and fair manager and protect the business secrets of the company.  2. The members of the management or supervisory body shall be jointly liable to the company for damage arising as a consequence of a violation of their tasks, unless they demonstrate that they fulfilled their duties fairly and conscientiously.