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Investors in a company's shares aim to benefit from their increase in value and participation in dividends. If the company has difficulties of any kind and, as a consequence, the value of its shares falls, the shareholders will be harmed. In the present study, the means of protecting investors-shareholders, in an international context, are analyzed. Since the topic is broad, only its essential aspects are captured through the lens of a case recently solved by the CJEU. In this approach, first, the profile of the injured shareholder is established, and then his means of protection and, implicitly, of action to cover the damage suffered are drawn up.

One of the central concepts in company law is that a company is a juristic person with a separate legal personality. Several consequences flow from the doctrine of separate legal personality, among other things, that a company owns its property and assets and may sue or be sued in its name. Therefore, shareholders do not have a direct right of action for a company's loss. The company itself should institute such a claim save for certain exceptional circumstances like derivative actions. Both the High Court (court a quo) and the Supreme Court of Appeal in Hlumisa Investment Holdings (RF) Ltd v Kirkinis (the Hlumisa case) confirmed that shareholders cannot claim diminution of share value that is linked to the misconduct of company directors and auditors. This article concurs with the court a quo and the Supreme Court of Appeal's interpretations that as a general rule, directors owe fiduciary duty only to the company and that shareholders cannot rely on a claim for reflective loss in company law. This article assesses the proper plaintiff and reflective loss rules against the backdrop of the Hlumisa case. [ABSTRACT FROM AUTHOR]

One of the central concepts in company law is that a company is a juristic person with a separate legal personality. Several consequences flow from the doctrine of separate legal personality, among other things, that a company owns its property and assets and may sue or be sued in its name. Therefore, shareholders do not have a direct right of action for a company’s loss. The company itself should institute such a claim save for certain exceptional circumstances like derivative actions. Both the High Court (court a quo) and the Supreme Court of Appeal in Hlumisa Investment Holdings (RF) Ltd v Kirkinis (the Hlumisa case) confirmed that shareholders cannot claim diminution of share value that is linked to the misconduct of company directors and auditors. This article concurs with the court a quo and the Supreme Court of Appeal’s interpretations that as a general rule, directors owe fiduciary duty only to the company and that shareholders cannot rely on a claim for reflective loss in company law. This article assesses the proper plaintiff and reflective loss rules against the backdrop of the Hlumisa case.

The December 2017 revelations of accounting irregularities in the Steinhoff group resulted in the share price dropping more than 95%. Investors, including pension funds, lost millions. This contribution deals with some of the legal issues arising from the misstatement of the financial position of Steinhoff International Holdings NV and its South African predecessor Steinhoff International Holdings Ltd, which resulted in the inflation of its quoted share price. It considers how retail and institutional investors who had acquired their shares through trades on the regulated secondary market might recover the losses they suffered. The administrative penalty provisions in relation to market abuse are briefly considered but shown to be of very limited application as regards compensation to investors. Common-law delictual liability and statutory civil liability in terms of section 218(2) and section 20(6) of the Companies Act are considered in the context of the first reported attempt at the certification of a shareholder class action. Unfortunately, both the potential statutory remedies were interpreted so restrictively by the court in the class action certification application that they would hardly serve any purpose. The interpretations are shown to cause anomalies in the context of the Companies Act and to be out of step with established principles of company law. Also, the certification court's application of the reflective loss and proper plaintiff principles is questioned. Some of these issues might have been solved through further litigation, but for statutory compromise and composition mechanisms that brought a mutually acceptable early end to the uncertainty of protracted litigation.

Right of shareholders to raise claims against host state in International legal forums is a relatively recent subject mainly discussed in investment arbitrations field. In classical international law, shareholders did not have any jus standi in raising direct claim against host state and diplomatic protection was the only means for claiming any remedy. This matter was generally touched on by International Court of Justice in Barcelona Traction case. The Court by distinguishing between “right” and “interest” considered that only the right of shareholders is protected. Nevertheless, it recognized the possibility of remedying reflective rights if there exits a supporting treaty. In this article the questions if shareholders possess any jus standi to make indirect or reflective claims against host state and how the investment arbitrations have reacted to indirect claims of shareholders for reflective loss, will be reviewed. Further, how the domestic law legal systems, such as Iran and England, have reacted to the claims of shareholders for reflective loss is considered. The article concludes that shareholders do not have a any jus standi in domestic law such as England for raising indirect claims and the position is not clear under Iranian law. However, Under modern international law, investment agreements provides for the possibility of shareholders raising indirect claims against host states that emanate from the consent of the state given in the under laying investment treaty. Although this type of treaties do not have express provision on damages and indirect claims, the investment arbitration precedents shows that the general conditions provide ground for accepting the right of shareholders to raise indirect claims.

High-performance flexible microwave absorbing textiles are the subject of a research boom due to the growing need for flexible wearable electronic gadgets that can withstand electromagnetic wave pollution and operate in challenging situations. Herein, we combine the two techniques of thermal reduction and in-situ growth to produce a reduced graphene oxide/FeCo-layered double hydroxide/polypyrrole (rGO/LDH/PPy) coated fabric with good superhydrophobic qualities and high electromagnetic wave absorption (EWA) performance. rGO/LDH and PPy work together to generate a multidimensional heterostructure, which offers the coated fabric a high electromagnetic loss capacity. The coating design uses a fluffy and complicated aramid fabric as the skeleton. The impedance gradient may be created to modify the fabric's ability to absorb electromagnetic waves by varying the concentration of Py. Full coverage of the X-band can be achieved by the coated fabric, which has an RL min of −45.0 dB and a thickness of 3.5 mm. The layered rough structure generated by PPy, FeCo-LDH, and rGO in conjunction with the low surface energy material SN-67 results in an exceptional superhydrophobic property with a WCA of 156.9° for the coated fabric. Furthermore, this rGO/LDH/PPy coated fabric is robust and does not lose its superhydrophobicity even after repeated tape stripping, extended chemical exposure, and high and low temperature conditions. This work indicates potential application value for flexible electromagnetic wave-absorbing materials that maintain high efficiency in challenging situations, and it offers a solid foundation for the design of multifunctional EWA materials based on textiles. In this work, we designed 0D@1D@2D multi–dimensional heterostructure by thermal reduction method (hydrothermal method) and in–situ growth method, and carried out interface engineering to prepare rGO/LDH/PPy modified fabric, which has excellent wave–absorbing properties. The RL min at 3.5 mm reaches −45.0 dB, and the EAB can cover the whole X–band in the thickness range of 3.5–5.5 mm. Not only that, the fabric also has the versatility of superhydrophobic, self–cleaning, heat insulation and flame retardant, which can be applied in complex and harsh environments, and will have broad application prospects in the future. [Display omitted] [ABSTRACT FROM AUTHOR]

The present study aims to investigate the shielding properties of the electromagnetic interference of polymer nanocomposites with different weight percentages of magnetite nanoparticles and cost-effective carbon black nanoparticle (CBN) on different thicknesses. X‐ray diffraction test, Raman spectroscopy, the scanning electron microscopy, and the transmission electron microscope analysis were used for investigating the crystallographic structure, morphology and microstructure of the material. The nanocomposites were successfully prepared using a simple mixing and casting. Their shielding efficiency was measured by a vector network analyzer (VNA) in the frequency range of 8.2 ~ 12.4 GHz. The maximum total shielding efficiency was 36.6 dB at 8.2 GHz for a weight percentage of 15% Fe3O4 composite and 50% CBN (0.7 mm thickness). The results showed that with an increase of nanocomposite thickness, there is a shift of absorption shielding efficiency peak toward a higher frequency. In addition, nanocomposites had the greatest shielding effectiveness in the low-frequency range. It was found that the proper combination of electrical and magnetic losses causes excellent wave absorption. These findings indicated that epoxy resin with a combination of optimal weight percentage of magnetite and carbon black nanoparticle can be used as a suitable shielding in low thickness. [ABSTRACT FROM AUTHOR]

The December 2017 revelations of accounting irregularities in the Steinhoff group resulted in the share price dropping more than 95%. Investors, including pension funds, lost millions. This contribution deals with some of the legal issues arising from the misstatement of the financial position of Steinhoff International Holdings NV and its South African predecessor Steinhoff International Holdings Ltd, which resulted in the inflation of its quoted share price. It considers how retail and institutional investors who had acquired their shares through trades on the regulated secondary market might recover the losses they suffered. The administrative penalty provisions in relation to market abuse are briefly considered but shown to be of very limited application as regards compensation to investors. Common-law delictual liability and statutory civil liability in terms of section 218(2) and section 20(6) of the Companies Act are considered in the context of the first reported attempt at the certification of a shareholder class action. Unfortunately, both the potential statutory remedies were interpreted so restrictively by the court in the class action certification application that they would hardly serve any purpose. The interpretations are shown to cause anomalies in the context of the Companies Act and to be out of step with established principles of company law. Also, the certification court's application of the reflective loss and proper plaintiff principles is questioned. Some of these issues might have been solved through further litigation, but for statutory compromise and composition mechanisms that brought a mutually acceptable early end to the uncertainty of protracted litigation. [ABSTRACT FROM AUTHOR]

Metal halide-perovskite-based photodetectors have recently emerged as a class of promising optoelectronic devices in various fields. Meanwhile, nano/microstructuring perovskite-based photodetectors are a facile integration with complementary metal-oxide semiconductors for miniaturized imaging systems. However, there are still challenges to be overcome in reducing the losses caused by light reflection on the surface of microstructural perovskites. In this work, surface microstructure engineering is employed in MAPbBr 3 microsheets for reducing light reflection and improving light absorption, resulting in high-performance perovskite photodetectors. MAPbBr 3 microsheets, which possess different surface morphologies of flat, upright hemisphere arrays and inverted hemisphere arrays (IHAs), are fabricated by a simple microstructure template-assisted space confinement process. The light absorption capacity of IHA MAPbBr 3 is significantly higher than that of the other two structures. Hence, IHA photodetectors with excellent figures of merit, including low dark current, decent responsivity, and fast speed, are achieved. Furthermore, the noise of the IHA photodetectors is only ∼10 -13 A/ H z , which results in the superior sensitivity for weak light detection with a specific detectivity up to 10 11 Jones. Our results demonstrate that surface engineering is a simple, low-cost, yet effective approach to improve the performance of nano-/micro-optoelectronic devices.

This contribution identifies the systemic risks posed by the permissibility of shareholders' claims for reflective loss in international investment law. It revisits existing investment treaty mechanisms under which shareholder recourse can be limited, and evaluates their effectiveness in the particular context of reflective loss. Drawing on 'traditional' and 'new generation' treaty language, as well as on domestic and general international law, the article then proposes new treaty language with the aim of eliminating the risks of reflective loss claims from investment treaties. [ABSTRACT FROM AUTHOR]

Abstract: Corporate groups, a ubiquitous feature of modern business, pose formidable challenges for common law courts relying on traditional corporate law doctrine. Arising out of a corporate group's recent bid to recover millions of dollars in lost profits from a former director and CEO who had diverted a core business, Goh Chan Peng v Beyonics Technology Ltd raised thorny issues of separate legal entity doctrine, single economic unit theory, and reflective loss shared by common law legal systems. Despite finding that the defendant had breached his duties to the ultimate holding company, the Singapore Court of Appeal absolved the faithless director from most of his liabilities, relying on limited domestic precedent to the exclusion of a rich body of Commonwealth jurisprudence – including the House of Lords’ landmark Johnson v Gore Wood decision. This note explores the paths not taken by the court, and highlights the pitfalls of a narrow, autochthonous approach to problems of common law doctrine. [ABSTRACT FROM AUTHOR]

Over the past 25 years, (minority) shareholders in Czech companies have been continuously seeking remedies for various wrongdoings they perceived to be caused by the failure of the company’s directors to act with due care (and/or as a result of a breach of their statutory duty of loyalty) in order to utilize not only the already well-established derivative lawsuits but also to seek a remedy for the ‘reflective’ loss on their shareholdings which were incurred as a result of the (direct) damage caused to the company by the directors. In the previous era (ending in 2014), however, Czech courts repeatedly denied minority shareholders any right to pursue reflective loss claims. But the corporate world changed in the Czech Republic on 1 January 2014 when the new Czech Civil Code entered into force. The new Czech Civil Code has brought many legal transplants from all around the world as well as re-instituted concepts into Czech law from Czech history which nearly had been forgotten and until now remained largely untested, both in practice and in terms of underlying policy. One of the significant new features brought by the new Civil Code is no doubt the brand new regulation of reflective loss claims, which, despite significant policy considerations justifying the predominant non-reflective loss principle, marks the first time such a general principle has ever expressly appeared in Czech law. Not only has the Czech law—detaching from the non-reflective loss principle—become anomalous, the way reflective loss has been ‘transplanted’ into Czech law is, to a great extent, troublesome. This article tackles the most crucial shortcomings (both in practice and underlying policy) of the new regulation; namely, it addresses the actual content of reflective loss claims under Czech law, the statutory requirements for the shareholders’ right to claim a reflective loss, and the co-existence of the company’s ‘primary’ right to damages and the shareholders’ right to reflective loss compensation. [ABSTRACT FROM AUTHOR]

The focus of this paper is on the right of shareholder to file an individual suit. At the outset, the notion of shareholder's personal claim is examined from the perspective of both the Serbian and comparative law, followed by the author's analysis of the issues of liability of persons with company law duties for damages inflicted upon the shareholders' assets in breach of their duties. The particular emphasis of the paper is on the conditions related to the liability regime and the wrongfulness in Serbian Company Law, as well as the issue of (in)adequacy of shareholder's right to damages because of decrease or no increase in the share value (reflective loss). Following this discussion, the paper delineates the potential amendments in the Serbian Companies Act pertaining to exclusion of shareholder's right to damages for reflective loss in situations where the company (or shareholders derivatively) has a standing to sue the wrongdoer for the breach of company law duties. Finally, the author touches upon the company liability issues for damages inflicted to the shareholders by members of its organs, concluding on the topic of the actual extent of protection given under the Serbian Company Law and inadequacies of the accepted solutions that the existing regime provides.

The scale measurement has a great significance in studying electromagnetic scattering properties. But there still exist great difficulties in constructing an accurate scale model including nonmetallic materials such as magnetic absorbing coatings. Based on the reflective loss of a coating irradiated obliquely by plane microwave, a method is proposed to solve the problem of designing the scale coating. The commercial simulation software FEKO is used to investigate the use of the method. According to simulating monostatic RCS of coating plate models, coating sphere models and coating spherecone models, results reveal that the monostatic RCS of the designed scale model have a great agreement with that of the theoretical scale model in the whole incidence angle range. Furthermore, the coating SLICY models, which include many electromagnetic scattering mechanisms, are constructed to verify the proposed method. The simulated result of the designed scale SLICY model is very close to that of the theoretical scale SLICY model. All the simulated results indicate that the method proposed in this paper is valid. [ABSTRACT FROM AUTHOR]

The focus of this paper is on the right of shareholder to file an individual suit. At the outset, the notion of shareholder's personal claim is examined from the perspective of both the Serbian and comparative law, followed by the author's analysis of the issues of liability of persons with company law duties for damages inflicted upon the shareholders' assets in breach of their duties. The particular emphasis of the paper is on the conditions related to the liability regime and the wrongfulness in Serbian Company Law, as well as the issue of (in)adequacy of shareholder's right to damages because of decrease or no increase in the share value (reflec tive loss). Following this discussion, the paper delineates the potential amendments in the Serbian Companies Act pertaining to exclusion of shareholder's right to damages for reflective loss in situations where the company (or shareholders derivatively) has a standing to sue the wrongdoer for the breach of company law duties. Finally, the author touches upon the company liability issues for damages inflicted to the shareholders by members of its organs, concluding on the topic of the actual extent of protection given under the Serbian Company Law and inadequacies of the accepted solutions that the existing regime provides. [ABSTRACT FROM AUTHOR]

A fencing mask with a transparent polycarbonate visor has recently been introduced which replaces the conventional metal mesh mask. The visor is constructed using two polycarbonate sheets, one forming the structural layer and the other a removable scratch plate. This multilayer system has inherent disadvantages with regard to optical transmission, since the intensity of reflected light is related to the difference in refractive index of the materials. As such, a large step change in refractive index leads to greater reflective losses, thereby lowering the intensity of transmitted light. The magnitude of this reflective loss may be calculated using the Fresnel equations. Light scattering and the appearance of a ‘ghost’ image are a manifestation of the Fresnel reflections. Light reflected at one surface undergoes internal reflection and thus appears to originate in a different optical plane. Since there are reflective losses at every interface, it is essential to reduce the reflectivity at each step. Results presented here show that the optical properties of an air-filled multilayer system offer substantially lower transmission than a liquid-filled structure. Modelling of this simple modification to the existing mask design has been shown to increase the theoretical transmission of light by a minimum of 7%, with experimental work substantiating these findings. [ABSTRACT FROM AUTHOR]