| Резюме: |
The public limited company is the legal form with most serious impact on the economic and social life internationally. In this complex economic and legal structure, there are remarkable number of conflicting interests. A key question remains the effective control over directors who should serve foreign interests (Principal-Agent Problem). Central questions of the study are the competences of the organs in both corporate systems, tools for imposing their decisions and the mutual control (Corporate Governance) - themes not sufficiently examined in Bulgaria. The exhibition is developed in six chapters. First is represented the historical development of the PLC. Paragraphs 2 and 3 are devoted to the monistic corporate system, its origins- the legal systems of England and the US, the current Bulgarian legal framework- Commercial Law and the Public Offering of Securities Act, the provisions of the National Corporate Governance Code and the problems in this system. In Paragraphs 4 and 5 in detail are discussed the powers of the organs in the two-tier system and the typical problems in the German law as the founder of this corporate system, then follows an examination of the Bulgarian legal framework related to the two-tier system. Paragraph 6 is dedicated to the SE Societas Europaea, which failes to overcome the analyzed and defined problems in both corporate systems. The last chapter draws the conclusions of the work.
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