THE EVOLUTION OF CORPORATE MANAGEMENT - A MIXED SYSTEM?

Abstract

There are two systems of corporate governance typically employed worldwide: monistic and dualistic. Traditionally, in some Central and Eastern European countries, the dualistic approach has been dominant, requiring a strict separation of the executive and supervisory bodies. In the last few years, in a movement that can be considered an intra-European legal convergence, there have been various corporate legislation reforms. This article is devoted to analyzing the results of those reforms, and they have, in fact, created in hitherto traditionally dualistic systems the legal possibility of transitioning to a monistic system. While the dualist system has not been totally abandoned, an alternative option of organ formation has been introduced in selected companies, modelled on certain case law jurisdictions. The article thus shows the evolution and reasons for such a process and assess its effectiveness. The article does not, in principle, analyse the traditional Western European legal systems, where the issues in question have been discussed for years in a theoretical context. Instead, it focuses on new legislation in Poland and Ukraine, two countries which have recently made very significant changes to their legal frameworks. This approach makes it possible to highlight the latest European trends. In the article, reference is made to a number of arguments supporting the introduced mixed system, while simultaneously rejecting the previous view that legislation must adopt either a single-tier or a two-tier system. This therefore relates to the private nature of companies, the freedom to shape their internal relations, and the experiences of European companies.