European Company Law In Accelerated Progress
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| Author | : Steef M. Bartman |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 190 |
| Release | : 2006-01-01 |
| Genre | : Law |
| ISBN | : 9041125299 |
As a penetrating evaluation of the EU's capability to improve its corporate regulatory infrastructure and thereby attract more investors and business activities within its territory as a whole, this book offers insights to those interested in the field, from economic policymakers at every level of government to business persons and their counsel.
| Author | : Gert-Jan Vossestein |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 314 |
| Release | : 2010-01-01 |
| Genre | : Law |
| ISBN | : 9041125922 |
This new book offers a substantial framework for examining the competence or powers of the EC in the field of company law, and the requirements for the lawful exercise of these powers (the principle of subsidiarity and the observance of Article 43 EC in particular). In order to provide a clear understanding of the practical relevance of this framework, the author tests the provisions of specific EC company law instruments for compatibility with the EC Treaty. Although the substantial body of EC company law that has been built up over the years is covered, the focus is on EC company law instruments which have been adopted in implementation of the 2003 Action Plan. The book includes a survey of the various company law instruments (both pre-and post-Action Plan) which together make up EC company law, and discusses the objectives of EC company law policy. --
| Author | : Beate Sjåfjell |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 594 |
| Release | : 2009-01-01 |
| Genre | : Law |
| ISBN | : 9041127682 |
No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo 'shareholder value' when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation. Here is a book that boldly says: 'Shareholder primacy' is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a 'market for corporate control' as a theoretical and ideological basis when enacting company law. With rigorous and persuasive research and analysis, this book demonstrates that: European companies should have legal obligations beyond the maximization of profit for shareholders; human and environmental interests may and should be engaged with in the realm of company law; and company law has a crucial role in furthering sustainable development. As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires. This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight - and the innumerable recognitions that support it - this book is a timely and exciting new resource for lawyers and academics in 'both camps' those on the activist side of the issue, and those with company or official policymaking responsibilities.
| Author | : Bastiaan Kemp |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 442 |
| Release | : 2024-08-27 |
| Genre | : Law |
| ISBN | : 9403521287 |
Soon after the journal European Company Law was launched in 2004, it jumped to prominence as a leading resource not only for European companies and their lawyers but also for enterprises worldwide with business interests in Europe, a role it has held to the present day. This book, appearing 20 years after the first issue of the journal, celebrates this anniversary with contributions from eminent legal experts in the areas of company law, securities law, and corporate governance. Topics range over both the traditional areas of policy and practice and emerging contemporary issues in the field. The contributions – all of them characterized by the concise and practice-oriented approach for which the journal itself is widely appreciated – cover such European company law issues as the following: sustainability; environment, social, and governance matters; loyalty shares; the proposed Listing Act; cross-border mergers; shareholders’ rights and activism; company groups; and digitization. The book also contains an interview with journal founders Steef Bartman and Cees de Groot on the inception and development of the journal and its ongoing relation to European company law in a broader sense. More than a testament to the front-and-centre presence of European Company Law in the development of European company law and corporate governance over the past 20 years, this book carries on the journal’s aim to inform practitioners and be of interest to academics and students in the field. It is a must-have for those who work in the field of European company law either in corporate practice as legal professionals and advisors or as academics.
| Author | : Adriaan F.M. Dorresteijn |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 380 |
| Release | : 2016-04-24 |
| Genre | : Law |
| ISBN | : 9041185941 |
This fully updated new edition provides the best-known practical overview of the law regarding companies, business activities, and capital markets in Europe, at both the European Union (EU) and Member State levels. It incorporates analysis of recent developments including the impact of global initiatives in such aspects of the corporate environment as regulation of financial institutions and non-financial reporting obligations with a view to sustainability and other social responsibility concerns. The authors, all leading experts in European corporate law, describe current and emerging trends in such areas of corporate law practice as the following: - rules on cross-border mergers; - employee involvement in business activities; - the initiatives by the Organisation for Economic Co-operation and Development (OECD) and the EU to curb tax avoidance; - Member States’ implementation of EU legislation; - a company’s freedom to incorporate in a jurisdiction not its own; - competition among the legal forms of different Member States; and - safeguarding of employee involvement in cross-border transactions. With respect to national law, the laws of Belgium, France, Germany, the Netherlands, Poland, Spain, and the United Kingdom are taken into account; Italy is now included in this new edition. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Third Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems.
| Author | : Adriaan F.M. Dorresteijn et al. |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 377 |
| Release | : 2022-07-26 |
| Genre | : Law |
| ISBN | : 9403532246 |
This fully updated new edition provides an overview of the law regarding companies, business organizations, and capital markets in Europe, at both the European Union (EU) and Member State levels. It introduces the reader to the EU harmonization programme and describes how this has influenced corporate law in the various EU Member States. The authors describe common denominators as well as differences in the approach of national corporate laws. The authors highlight current and emerging trends in these areas of corporate law, including: the freedom of establishment of companies within the EU; the European harmonization process and Member States’ implementation of EU legislation; employee involvement in business organizations; the division of power between the different corporate bodies; the functioning and regulation of company groups; and cross-border business combinations, takeovers and restructuring tools. The laws of France, Germany and the Netherlands in particular are discussed and contrasted. This discussion also includes the United Kingdom, although no longer an EU Member State. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Fourth Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems. It can also be used as a handbook for comparative corporate law courses.
| Author | : Thomas Papadopoulos |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 282 |
| Release | : 2010-01-01 |
| Genre | : Business & Economics |
| ISBN | : 9041133402 |
Although some provisions of the Directive are obligatory for all Member States, two key provisions have been made optional: the non-frustration rule, which requires the board to obtain the prior authorization of the general meeting of shareholders before taking any action that could result in the frustration of the bid; and the breakthrough rule, restricting significant transfer and voting rights during the time allowed for acceptance of the bid. Other relevant legal issues covered in the course of the analysis include the following: A { the right of establishment as a right of legal persons; A { vertical vs.
| Author | : Justin Borg-Barthet |
| Publisher | : Bloomsbury Publishing |
| Total Pages | : 217 |
| Release | : 2012-04-09 |
| Genre | : Law |
| ISBN | : 1847319270 |
The manner in which the governing law of companies is determined has attracted much attention from academics and practitioners alike ever since the European Court of Justice began receiving references for preliminary rulings regarding the compatibility of protective conflict of corporate law norms with the EC Treaty provisions concerning freedom of establishment. Although recent developments have been less controversial than the ground-breaking judgment in Centros, they have not only consolidated the general thrust of liberalisation occasioned by the Court of Justice, but have added new dimensions to the regulatory landscape. These developments include amendments to the European constitutional order enshrined in the Lisbon Treaty, European legislation on cross-border mergers, the proposed statute for a European Private Company, the judgment of the Court of Justice in Cartesio and a Commission communication that contemplates the introduction of legislation on the governing law of companies. This book examines these recent developments and appraises the current law, as well as the foreseeable trajectory of the law, within a theoretical setting that addresses the socio-economic and legal-theoretical concerns associated with choices of the governing law of companies. In addition to considering the present and probable future state of EU law, the book also develops new theoretical perspectives and proposes novel solutions to long-standing dilemmas. In particular, it suggests that the use of information technology may render possible previously impossible compromises between party autonomy and the proper locus of prescriptive sovereignty.
| Author | : Hanne S. Birkmose |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 480 |
| Release | : 2022-12-09 |
| Genre | : Law |
| ISBN | : 9403541733 |
European Company Law Series, Volume 19 Compelling new perspectives on corporate governance – including attention to increased shareholder engagement, long-term value creation, and sustainability – have given rise to major changes in the management of companies. Yet, until this book, there has been no systematic account of the legislative and soft law instruments designed to promote good corporate governance practices across the range of sizes and types of companies. The book analyses the various instruments that legislators and others have used to promote good corporate governance in European companies and assesses their value in practice. Nineteen well-known scholars of business and corporate law delve into how such issues and topics as the following are approached across the spectrum of corporate governance instruments available in Europe: corporate codes of conduct; procedural rules regulating how directors make decisions; rules on board composition and remuneration; regulating boards in small- and medium-sized enterprises; public enforcement of directors’ duties; how digitalisation may affect implementation of corporate governance instruments; reporting rules; rules on the empowerment of minority shareholders; the role of the general meeting; regulation of the market for corporate control; certifications; rules on liability of directors; and role of auditors and accountants. In its in-depth analysis of the benefits and potential disadvantages of each instrument and what may be achieved both at company level and generally, this book will prove of value to all concerned with promoting responsible corporate governance, whether in business, government, or academia.
| Author | : Henk Snijders |
| Publisher | : Walter de Gruyter |
| Total Pages | : 235 |
| Release | : 2009-11-16 |
| Genre | : Law |
| ISBN | : 386653874X |
This collection of essays by Dutch, English and Swiss scholars deals with the impact of transnational law, in particular the law of the European Union and the Council of Europe, on the content and meaning given to domestic law by national legislators and judges. Topics covered include the constitutional and practical implications of implementing transnational law at the national level, as well as the interpretation of domestic law against the background of the European Convention on Human Rights, the law of the European Union and so called “soft law” instruments, in areas such as civil procedure, jurisdiction, contract, company law and competition law.
