Legal Aspects of Corporate Governance in Albania: A critical approach

• Author: Mirela Fana
• Position: Judge at the Supreme Court of the Republic of Albania
• Pages: 33-40

33

IIPCCL Publishing, Tirana-Albania

Academic Journal of Business, Administration, Law and Social Sciences Vol. 1 No. 3

November 2015

ISSN 2410-3918

Acces online at www.iipccl.org

Legal Aspects of Corporate Governance in Albania: A critical approach

PhD (C.) Mirela Fana

Judge at the Supreme Court of the Republic of Albania

Abstract

The academic debate on legal aspects of corporate governance, be it at national or international

level, has strongly intensified especially during the last two decades. Such tendency has also

influenced the relevant Albanian legal framework, as it is evidenced by the most recent amend-

ments on the Law “On Entrepreneurs and Commercial Companies” of 2014.

This article focuses exactly on an analyses of the legal and quasi-legal norms of corporate gov-

ernance in Albania (IFC principles), providing a comparison between the latter and the Euro-

pean Union norms or other internationally recognized principles of good corporate governance,

such as the OECD principles.

Main objective of this article is to provide a critical analyses of legal rules on two main compo-

nents of corporate governance, namely shareholder rights and stakeholder protection in a cor-

poration, identifying in this way, when relevant, the necessity for reforming commercial norms.

Lastly, from a methodological point of view, the article employs the functional interpretative

method of legal norms, critical analyses of relevant case law and when it comes to the compari-

son between the national and supra-national approaches to corporate governance; it uses the

functional comparative method.

Keywords: Corporate Governance, Legal Systems, Albania, EU.

Introduction

The legal analysis of corporate governance has been the main topic of many national

and international debates in the area of commercial law. One of the most prominent

features of these debates has been their tendency to come usually in the form of a

reaction to corporate scandals, as opposed to discussions preceding (Zingales, 1998,

497-503).

Despite such tendency, legal and quasi-legal initiatives (voluntary or comply-or-explain

norms), that were aimed at regulating the balance between shareholders and the

administrative or supervisory bodies of a corporation, as well as between the latter

and corporate stakeholder constituencies, have been the central focus of legal reform

in many countries, including the purpose of our analysis, the Republic of Albania.

More specifically, this article identifies the existing approach offered under the

Albanian Law no. 9901 of 14.04.2008 “On entrepreneurs and commercial companies”,

as amended,1 regarding two aspects of corporate governance, namely shareholder

rights and protection of corporate stakeholders.

Apart from the above, the article also provides a comparison between the Albanian

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1 Law no. 9901 of 14.04.2008 “On entrepreneurs and commercial companies”, as amended by Law no. 129, of

02.10.2014.