Oliver Gutman, Cartesio Oktato es Szolgaltato bt: the ECJ gives its blessing to corporate exit taxes, British Tax Review, 2009. Iss. 4.
Abstract (Summary)
In the Cartesio Oktato es Szolgaltato bt case, the European Court of Justice held that Article 43 did not preclude the Hungarian rules. The judgment is a re-affirmation of the limits of Article 43 when applies to companies. A preliminary, national test of establishment is interposed, which does not apply to individuals. The judgment in the case makes the rather tenuous claim that Member States’ freedom to determine if a company is established for the purposes of Article 43 does not take a significant part of Member States’ company law outside the scope of the Treaty. There is no tension between Cartesio and the ECJ judgments condemning exit taxes for individuals. The factor that distinguishes companies from individuals – that companies do not enjoy freedom of establishment until they meet particular national requirements – is the crux of the judgment in the case.
Anatol Dutta, The Death of the Shareholder in the Conflict of Laws, Rabels Zeitschrift, Vol. 73, No. 4, October 2009
Abstract:
The death of the shareholder raises the question how the law applicable to the company and the law governing the succession in the deceased shareholder’s estate have to be delimitated. This borderline becomes more and more relevant against the background of recent jurisprudence of the European Court of Justice (ECJ) in Centros, Überseering and Inspire Art concerning the freedom of movement of companies in the Community. On the one hand, as a consequence of this jurisprudence the laws governing the company and the succession often differ. On the other hand, the ECJ’s jurisprudence might further blur the boundaries between the laws governing companies and successions. The article tries to draw the border between the relevant choice-of-law rules. It comes to the conclusion that the consequences of the shareholder’s death for the company and his share are subject to the conflict rules for companies (supra III.). More problematic, though, is the characterisation of the succession in the share of the deceased shareholder. Some legal systems contain special succession regimes for shares in certain private companies and partnerships. The article argues (supra IV.) that the succession in shares has to be dually-characterised and subjected to both, the law governing the company and the succession. Yet clashes between the applicable company and succession laws are to be solved by giving precedence to the applicable company law. The precedence of company law should be clarified by the legislator – by the German legislator when codifying the conflict rules for companies and by the European legislator when codifying the conflict rules for successions upon death (supra V.).
preluat de pe CONFLICTOFLAWS.NET
Rabels Zeitschrift fuer auslaendisches und internationales Privatrecht [4/2009]
Avizul Comitetului Economic și Social European privind propunerea de directivă a Parlamentului European și a Consiliului de modificare a Directivelor 77/91/CEE, 78/855/CEE și 82/891/CEE ale Consiliului și a Directivei 2005/56/CE privind obligațiile de raportare și întocmire a documentației necesare în cazul fuziunilor și divizărilor
2009/C 218/05, 11 septembrie 2009
[*]
Christiana H.J.I. Panayi, Corporate Mobility in Private International Law and European Community Law: Debunking Some Myths. YEARBOOK OF EUROPEAN LAW, Eeckhout, P., Tridimas, T., eds., Vol. 28, Oxford University Press, 2009; Queen Mary School of Law Legal Studies Research Paper No. 26/2009. Available at SSRN.
Peter Cziraki, Luc Renneboog, Peter G. Szilagyi, Shareholder Activism through Proxy Proposals: The European Perspective, June 2, 2009. TILEC Discussion Paper No. 2009-019; ECGI – Finance Working Paper No. 252/2009. Available at SSRN.
Abstract:
This paper is the first to investigate the corporate governance role of shareholderinitiated proxy proposals in European firms. While proposals in the US are nonbinding even if they pass the shareholder vote, they are legally binding in the UK and most of Continental Europe. Nonetheless, submissions remain relatively infrequent in Continental Europe in particular, with major variations across countries in ownership structures, monitoring incentives, and the laws and regulations governing shareholder access to the proxy. We use sample selection models to analyze target selection and proposal success in terms of the voting outcomes and the stock price effects, and make several contributions to the literature. First, proposal submissions remain infrequent compared to the US in Continental Europe in particular. In the UK proposals typically relate to a proxy contest seeking board changes, while in Continental Europe they are more focused on specific governance issues. Second, there is some evidence that the proposal sponsors are valuable monitors, because the target firms tend to underperform and have low leverage. The sponsors also observe the identity of the voting shareholders, because proposal probability increases in the target’s ownership concentration and the equity stake of institutional investors. Third, while proposals enjoy limited voting success across Europe, they are relatively more successful in the UK. The outcomes are strongest for proposals targeting the board but are also affected by the target characteristics including the CEO’s pay-performance sensitivity. Finally, proposals are met with strong negative stock price effects when they are voted upon at general meetings. This suggests that rather than attribute them control benefits, the market often interprets proposals and their failure to pass the vote as a negative signal of governance concerns. Indeed, the market responds better to proposals submitted against large firms with low leverage, which is consistent with agency considerations. However, the stock price effects are most negative for poorly performing firms with low market-to-book ratios, which implies that the proposal outcomes only intensify the market’s concerns over firms that have previously underperformed.
European Company Law
Volume 6, 2009, Issue 4 [*]
Hanneke Wegman, EU Alternative Fund Regulation Proposal: Pros and Cons
Adriaan F.M. Dorresteijn, Odeaya Uziahu-Santcroos, The Societas Privata Europaea under the Magnifying Glass (Part 2)
Summary:
This is the second part of a two-part series on the Societas Privata Europaea (SPE). Whereas the first part concentrated on the proposal by the European Commission, this part deals with the proposals for amendments that have been made by the European Parliament in the last months of 2008 and in March 2009.
Erik Werlauff, A ‘Copenhagen Effect’? Denmark’s Answer to Centros: A Far-Reaching Company Law Reform Aimed at Strengthening the ‘Free Movement of Companies’
Summary:
In 2009, the Danish legislature introduced significant changes to Danish company law with the aim of making the rules on both public and private companies more flexible and thereby Denmark a competitive country for the establishment of companies. This could be called the Copenhagen effect. However, this effect could be increased by even further liberalization of Danish company law.
Bob Wessels, The Ongoing Struggle of Multinational Groups of Companies under the EC Insolvency Regulation
Summary:
In the application of the Insolvency Regulation, the centre of main interests (COMI) of a debtor determines which national court is competent in insolvency proceedings. The Regulation presumes that the COMI of a company is the place of its registered office. Such a presumption, however, could well be at odds in cases where a company is part of a multinational corporate group.
Rolf Dotevall J.S.D, Report from Sweden
Gert-Jan Vossestein, Hanneke Wegman, Survey of Legislation and Case Law, March and April 2009
Centrul de Studii de Drept European (CSDE) al Institutului de Cercetări Juridice din cadrul Academiei Române organizează la data de 7 iulie 2009, ora 14, la sediul său din Calea 13 Septembrie, nr. 13
Colocviul
«Libertatea de stabilire. Transferul sediului unei societăţi într‑un stat membru diferit de statul în care a fost constituită: cauza Cartesio, C-210/06»
Prin cauza Cartesio, principiul libertăţii de stabilire a căpătat noi valenţe, fără însă a fi oferit un răspuns definitiv asupra acestei probleme.
Un stat membru poate interzice unei societaţi constituite în temeiul dreptului sau să îşi transfere sediul în alt stat al Uniunii
În schimb, libertatea de stabilire permite unei societaţi să se deplaseze către alt stat membru, transformându-se într-o formă de societate reglementată de dreptul acestui stat, fără ca dizolvarea şi lichidarea acesteia să fie necesare în timpul transformării, dacă dreptul statului membru gazda permite acest lucru.
Dezbaterea îşi propune realizarea unui schimb de puncte de vedere atât din perspectiva teoreticienilor, cât şi practicienilor (judecători şi avocaţi) tocmai din această perspectivă, în vederea elucidării unor posibile cauze ale acestei tendinţe evident eronate.
Lucrările vor fi onorate de prezenţa unor cunoscuţi practiceni – Virginia Duminecă, judecătoare la Tribunalul Bucureşti şi vor fi moderate de către dl. Nicolae Turcu, Preşedintele Secţiei de Drept Privat, Consiliul Legislativ din România.
Colocviul ar urma să se centreze asupra următoarelor aspecte, lista nefiind exhaustivă:
- evoluţia jurisprudenţială a libertăţii de stabilire;
- analiza concluziilor avocatului general Miguel Poires Maduro;
- societatea europeană (reglementarea domeniului societar, în general) şi libertatea de stabilire.
Deşi litigiul principal a ridicat şi importante aspecte de ordin procedural privind mecanismul trimiterii preliminare (art. 234 CE), nu ne propunem abordarea acestora cu ocazia colocviului, ci ele vor fi discutate într-o ocazie ulterioară.
Confirmarea participării se face prin e-mail (mihai.sandru@gmail.com) până la data de 6 iulie 2009. Solicitanţii sunt rugaţi să menţioneze: numele şi prenumele, afilierea instituţională şi funcţia precum şi domeniul de interes în materia dreptului european.
Este încurajată participarea la lucrările colocviului cu prezentări vizând subiectele enumerate anterior, dar şi referitoare la orice alte chestiuni conexe ce ar putea fi de interes. În acest sens, doritorii pot adresa o solicitare de înscriere pe lista vorbitorilor, trimiţând şi un scurt rezumat al principalelor puncte ce ar urma să fie atinse, la adresa de e-mail menţionată.
Lucrările şi prezentările susţinute cu ocazia colocviului urmează a fi publicate, de către Centru, într-un volum care va apărea la Editura Universitară – editură recunoscută de CNCSIS.
Informaţii suplimentare şi materiale referitoare la colocviu vor fi disponibile la adresa eubusinesslaw.wordpress.com.
CSDE vă mulţumeşte pentru retransmiterea acestei invitaţii către toate persoanele interesate.
Organizatori: Centrul de Studii de Drept European.
Partener media principal: juridice.ro
Sponsori: Editura Wolters Kluwer, Editura Hamangiu, Editura Universitară, Editura C.H.Beck, Editura Universul Juridic.
Parteneri: SSJ (Societatea de Studii Juridice) Revista Română de Drept Comunitar, UNJR, infolegal.ro, Tribuna Economică, Euroconsultanţă, http://eubusinesslaw.wordpress.com/.
Documente referitoare la această masă rotundă vor fi disponibile la adresa web
http://eubusinesslaw.wordpress.com/
Nu se percepte taxă de participare. Locurile sunt limitate, înscrierea participanţilor realizându-se în ordinea cronologică a confirmarilor. Sunt aşteptate propuneri de sponsorizare a evenimentului.
Locul desfasurarii evenimentului va fi anuntat in scurt timp.
Horst G. M. Eidenmueller, Andreas Engert, LarsHornuf, The Societas Europaea: Good News for European Firms, May 25, 2009. Available at SSRN.
Abstract:
When Council Regulation (EC) No 2157/2001 on the Statute for a European Company (Societas Europaea – SE) became effective on 8 October 2004, it offered publicly traded companies, for the first time, a choice between competing company laws, namely the national law of the company’s home state and the law of the supranational SE. Using an event study methodology, we analyse a unique dataset of publicly traded firms that have announced to re-incorporate under the SE Regulation. We find the re-incorporation decision to have a positive impact on firms’ stock market value. The abnormal returns associated with re-incorporating as an SE increase over the years, which we interpret as the result of declining legal uncertainty and a rising reputational value of the SE corporate form.
Alessandra Zanardo {*}, Does the Application by Member States of the Commission Recommendations on Corporate Governance Issues Depend on the Diversity of Ownership Structures and Corporate Governance Systems?, December 24, 2008. Bocconi Legal Studies Research Paper No. 1320195. Available at SSRN.
In December 2004 and February 2005, the EC Commission adopted two Recommendations in order to foster an appropriate regime for the remuneration of directors of listed companies and to strengthen the role of non-executive or supervisory directors and of the committees of the (supervisory) board, respectively. In July 2007 the Commission published two Reports on the application by the Member States of both Recommendations. The objective of these Reports – which covered 21 Member States – was to evaluate whether the Member States had put in place the necessary framework in order to give effect to the main principles of the Recommendations and to analyse, in detail, the principles actually implemented by each country. The findings of the Commission’s evaluation reveal significant differences in the approach to these issues, in the level of application of the single provisions and, to some extent, in the means used to comply with the Recommendations. In this paper, I first analyse whether the level and the modalities of the implementation by the Member States actually depend on the diversity of share ownership structures, corporate governance systems and legal environment in European Union and, where relevant, to what extent. Second, I examine the need and appropriateness of using Recommendations (’soft law’) instead of Directives (‘hard law’) to promote the process of convergence of corporate governance rules and practices across the EU.
Marco Becht, Luca Enriques, Veronika Korom, Centros and the Cost of Branching, Journal of Corporate Law Studies, Volume 9, Number 1, April 2009. [*]
Following the Centros, Überseering and Inspire Art decisions of the European Court of Justice (ECJ), a thriving market for incorporations has developed in the European Union. Round-trip incorporation is competing with domestic incorporation. Entrepreneurs can set up a shell company in any EU jurisdiction and branch back to their home country to operate a business. The UK Limited Company (UK Limited) is a popular choice in many countries because it is rapidly and cheaply available online with minimum formalities. We have developed a taxonomy for measuring the cost of Limited round-trip incorporation. The cost of setting up a UK Limited is directly observable in the market while the cost of branching is not. We have run field experiments to measure the cost of branching. Our analysis reveals that despite the ECJ rulings, branching remains costly or impractical in many cases. Incorporation agents play an essential role in overcoming the limitations to branching.
Articolul este si un capitol dintr-o carte, Michel Tison, Hans De Wulf, Christoph Van der Elst, Reinhard Steennot (ed.), Perspectives in Company Law and Financial Regulation, Cambridge University Press, 2009 {*}.
Blanaid Clarke, The Takeover Directive: Is a Little Regulation Better Than No Regulation?, European Law Journal. Oxford: Mar 2009. Vol. 15, Iss. 2.
Abstract (Summary)
This article examines Directive 2004/25/EC [RO] on Takeover Bids through a regulatory lens in order to determine its effectiveness as a regulatory mechanism. A central regulatory problem for European legislators is to determine the optimal balance between harmonisation and diversity, and the directive reflects the balance which was struck. The article questions whether the resulting ‘light regulatory touch’ may have jeopardised the existing efficient self-regulatory regime which operates in the UK (the largest European takeover market), while simultaneously undermining the directive’s goal of facilitating takeovers and yielding a level playing field.
Carsten Gerner-Beuerle, Michael Schillig, The Mysteries of Freedom of Establishment after Cartesio, (February 11, 2009). Available at SSRN.
Abstract:
The judgement of the European Court of Justice in Cartesio was eagerly awaited as a clarification of the questions concerning the scope of the right of establishment (Articles 43, 48 EC) that remained after previous landmark decisions such as Centros, Uberseering, and Inspire Art. The article analyses the implications of Cartesio in light of different scenarios of transfer of the registered and the real seat within the European Union. It assesses the interrelations of right of establishment and private international law rules for the determination of the law applicable to companies and concludes that the case law of the European Court of Justice after Cartesio, rather than providing for a coherent system of European company law, leads to arbitrary distinctions and significantly impedes the free movement of companies.
Marek Szydlo, Emigration of Companies under the EC Treaty: Some Thoughts on the Opinion of Advocate General in the Cartesio Case, European Review of Private Law, Volume 16, Number 6, 2008
Summary:
Since the ECJ has, in its jurisprudence, already guaranteed immigrating companies (within the meaning of Article 48 ) the right – seen from the perspective of the host Member State – to transfer their real seat, by acknowledging that the host Member State must recognize the company’s legal personality and allow it to continue to be subject to the company law of its home Member State, the time has come for the same right to be guaranteed to the emigrating companies (i.e., those that transfer their real seat) from the perspective of their home Member State, as well. An opportunity for such a right to be guaranteed to the companies is offered by the Cartesio case that is now pending before the ECJ. In his opinion delivered on 22 May 2008, the Advocate General states that Articles 43 EC and 48 EC preclude national rules of the home Member State which make it impossible for a company constituted under national law to transfer its operational headquarters to another Member State, while acknowledging at the same time that such absolutely prohibited rules include, among others, an order for the emigrating company to be dissolved. This article argues that the ECJ should also include among such absolutely prohibited rules an order concerning the change of law applicable to the emigrating company, since the said company should have the right to demand from its home state to be allowed to retain its current personal statute.
Cartesio ruling has implications for EU exit taxes
David Stevenson
The European Court of Justice has ruled that member states must be careful not to interfere with freedom of establishment if it wants to place any restrictions on a taxpayer that wants to move to another member state.
Hungarian company Cartesio has lost its appeal to the ECJ on December 16 2008 over its plans to move its operational headquarters to Italy but remain under Hungarian company law. Hungarian law does not allow a company incorporated in Hungary to transfer its operational headquarters to another member state without having paid any taxes associated with the disposal of its assets.
“The Cartesio case gave the ECJ the chance to elaborate on issues raised from other cases. In fact the ruling refers to other cases as often as Cartesio itself,” said Tamas Feher, a tax lawyer at CMS Cameron McKenna in Hungary.
The movement of companies from one EU member state to another has been controversial for some time. In the Daily Mail case in 1988 the ECJ concluded that provisions regarding the life and death of a company were determined solely by the member state under whose laws the company was created. It allowed the UK to impose an exit tax on the newspaper if it wanted to move its effective management to another member state
“The reason why tax practitioners have got excited by the Cartesio case is that they hoped the judgement would finally overturn the decision held in the Daily Mail case,” said Peter Cussons, a tax partner at PricewaterhouseCoopers in the UK.
The ECJ had already ruled in Lastyrie that an immediate exit tax breaches the European Treaty’s freedom of establishment provision. However the UK is unique among EU member states in that it employs a treasury consent procedure for company migration. Because of this, it was thought that the Daily Mail decision may still be applicable.
“The Cartesio ruling has shown that Daily Mail is dead law in the UK,” said Cussons. “Paragraphs 112 and 113 of Cartesio say that where a company becomes subject to the law of another member state, any restriction in either the state of incorporation, for an example an exit tax, or in the state to which the principal place of administration is transferred has to be justifiable with regards to the freedom of establishment.”
“The Cartesio ruling implies that countries should not be able to impose exit taxes on companies as it may dissuade the company from moving to another member state,” said Feher.
Although the judgement in the Cartesio case does not deal with the precise situation in the UK, it is unlikely the European Commission would allow the UK government to levy an exit tax on taxpayers wishing to move.
De aici.
Paolo Santella, Riccardo Turrini, Capital Maintenance in the EU: Is the Second Company Law Directive Really That Restrictive?, European Business Organization Law Review (EBOR), 2008, vol. 9, Iss. 3.
Publication abstract
This contribution sets out to establish whether, and if so to what extent, the Second Company Law Directive {Directiva a II-a, 77/91, RO; Directiva de modificare 2006/68, RO} allows the EU Member States to introduce different means of creditor protection, as suggested by recent academic studies on the function of legal capital and by various existing proposals for alternative regimes. The conclusion is that the Second Company Law Directive is a flexible instrument in so far as it allows Member States to impose capital requirements that are as severe as they want and it allows Member States to adopt solvency-based systems similar to those existing outside the EU. The recent amendments introduced by Directive 2006/68/EC have already simplified the requirement of an expert evaluation of contributions in kind, relaxed the share buy-back provisions and eliminated the ban on financial assistance. Moreover, Member States are not obliged to require companies to prepare individual IAS/IFRS-based accounts for dividend distribution purposes, and Member States that decide to do so may (but are not obliged to) introduce various mechanisms that limit the possibility of distributing unrealised profits according to the realisation principle entrenched in the Fourth Company Law Directive [Directiva a IV-a RO]. As far as no par value shares are concerned, the Second Company Law Directive already allows the introduction of de facto no par value shares in the form of accountable par shares.
Discutia a ramas deschisa si dupa Cartesio.
Horst Eidenmüller, Lars Hornuf, Andreas Engert, Incorporating under European Law: The Societas Europaea as a Vehicle for Legal Arbitrage, (December 15, 2008). Available at SSRN: http://ssrn.com/abstract=1316430
SSRN Abstract
Abstract:
After a slow start, the European Company (Societas Europaea, SE) has become increasingly popular. Beside documenting the growth of this new company type, we examine whether firms choose to incorporate in the SE corporate form because they engage in ‘legal arbitrage’ by exploiting differences in legal rules between jurisdictions. We specify a number of hypotheses on particular legal arbitrage motives. To validate our hypotheses, we use a broad telephone survey among SE users in Germany as well as a simple country-level regression model based on a unique, hand-collected dataset on SE incorporations. We find strong evidence that firms use the SE to mitigate the effect of mandatory co-determination rules. Establishing a one-tier board structure (in jurisdictions that impose a two-tier structure on their national public companies) and taking advantage of the SE’s mobility for tax purposes also seem to be driving SE formations. By contrast, our analysis fails to support the suggestion that firms use the SE to shop for the most favourable national company law to fill the gaps in the SE Regulation.
Hotararea Cartesio, C-210/06 [RO, EN, FR] nu a fost publicata in “Culegere” ci doar pe site, aceasta insemnand ca instanta s-a pronunatat. Totusi, fara a se oferi o solitie problemei de fond.
UN STAT MEMBRU POATE INTERZICE UNEI SOCIETĂTI CONSTITUITE ÎN TEMEIUL DREPTULUI SĂU SĂ ÎSI TRANSFERE SEDIUL ÎN ALT STAT AL UNIUNII
În schimb, libertatea de stabilire permite unei societăti să se deplaseze către alt stat membru, transformându se într o formă de societate reglementată de dreptul acestui stat, fără ca dizolvarea si lichidarea acesteia să fie necesare în timpul transformării, dacă dreptul statului membru gazdă permite acest lucru.
Comentarii:
Corporate Law and Governance. blog
“Since Cartesio deals with the transfer of the de facto head office and not of the registered office, it is astonishing that the EC Commission refers to Cartesio as justification for halting all work on the 14th Company law directive (Directive on the transfer of the registered office of limited liability companies). A decision concerning the transfer of a company’s registered seat would be possible only as an obiter dictum, which is not likely, as the Sevic decision has shown.”
Dirk Van Gerven, Paul Storm (ed), The European Company, Vol. 2, Cambridge University Press, 2008.
Contents
Preface Dirk Van Gerven; Part I. The SE in its Sixth Year: Some Early Impressions Paul Storm; Part II. National reports from EU Member States: 1. Bulgaria Raina Dimitrova; 2. Cyprus Alexandros Tsadiras; 3. Czech Republic Jan Zrzavecký and Jan Dědič; 4. France Jean-Marc Desaché; 5. Greece Stefanos Charaktiniotis; 6. Ireland Michael A. Greene and Keavy Ryan; 7. Italy Francesco Gianni; 8. Latvia Dace Silava-Tomsone, Iveta Mikelsone and Jurgita Spigule; 9. Luxembourg Patricia Ferrante and Marc Meyers; 10. Malta Rosanne Bonnici; 11. Portugal Margarida Pereira Barrocas; 12. Romania Carmen Peli and Georgeta Dinu; 13. Slovenia Mateja Ogrič, Jurij Dolžan and Eva Pergarec; 14. Spain Miguel Liria Plañiol; National Reports from EEA Member States: 15. Liechtenstein Andreas Schurti and Alexander Appel; 16. Norway Lars Kristian Sande; Annexes: Annex Ia. Council Regulation (EC) N° 2157/2001 of 8 October 2001 on the Statute for a European Company (SE); Annex Ib. Public limited-liability companies referred to in Article 2(1) of the Regulation; Annex Ic. Public and private limited-liability companies referred to in Article 2(2) of the Regulation; Annex II. Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European Company with regard to the involvement of employees; Annex III. List of national laws implementing the Regulation and the Directive.
Michel Struys, Jeremy Robinson, EC Merger Decisions Digest. The Complete Guide to EC Merger Regulations Decisions, Kluwer Law International, 2008 [*]
Description
With company mergers an ever-present feature of daily business life in Europe and the wider world, it is essential that practitioners’ legal, corporate and financial become familiar not only with the regulatory law governing merger activity but also with the growing body of case law embodied in the decisions of the European Commission. EC Merger Decisions Digest is the resource that all business people and their advisers will use for this knowledge and information. There is no better tool for rapid and efficient analysis of prospective mergers.
Written by two outstanding practitioners specialising in EU competition law and EU regulatory matters, the Digest is a regularly updated looseleaf that provides not only every decision in concise summary/analysis format of the European Comission under the EC Merger Regulation, but a clear and easy-to-read presentation of the economic principles underlying the market definitions upheld by the Commission. It includes such useful features as the following:
standardised summaries of every decision of the European Commission under the EC Merger Regulation, grouped together in some 30 chapters according to the main economic sector concerned;
an easy-to-read, very brief and straightforward summary of the key procedural and substantive points of each decision;
an interest rating for each case from least interesting to most interesting;
an invaluable summary of product and geographic market definitions upheld and left open by the Commission by product sector;
a straightforward summary of the basic economic principles underlying how markets are defined; and
a user guide to obtain maximum and speediest benefit from the work.
The text is in English, even if the language of the original decision is not.
Practitioners and advisers from the diverse sectors of corporate and competition law, investment banking or private equity will quickly find information relating to the product and geographic market definitions upheld by the Commission, and readily understand the principles underlying the Commission¿s findings. Users will rapidly find the most important decisions in each sector, obtain the key facts, and identify the reasons underlying each decision. Each summary contains full reference citations to the original text of the decision.
With the Digest, practitioners and business people can be confident of uncovering every potential pitfall and considered every advantage possible in the circumstances of any deal, right up to the last minute of the process. With its regular updates, economic sector focus, and uncompromising practical orientation toward M&A practice, EC Merger Decisions Digest is the only product of its kind in any format. It would be hard to name an item in a European company law library that will get more use, day in and day out, for years to come.
Price includes (all supplements which will be published in 2005) Please note when ordering this publication, you will automatically be registered to receive all future updates and supplements. As of January 2006 an invoice will accompany the new updates.
Table of Contents
General Section
Table of Contents.Foreword
How to Use this Guide
Index of Decisions
Jurisdictional Rules
Chemicals
Construction
Defence
Education
Energy
Farming and Land Management
Financial Services
Food, Beverage and Tobacco
Hotels and Leisure
Industrial Goods
Insurance
Intermediary Goods
Internet
IT and Telecoms Hardware/Software
Media and Printing
Minerals and Metals
Packaging
Pharmaceutical Products
Professional and Health Services
Post and Telecoms
Property
Retail Manufacturing
Textiles and Leather
Transport Manufacture
Transport Services
Waste Management
Water
Wholesale and Retail Trade
Wood and Wood Products
Eddy Wymeersch, Comparative Study of the Company Types in Selected EU States, (October 16, 2008). Financial Law Institute Working Paper Series – WP 2008-10. Available at SSRN.
Abstract:
The purpose of this paper consists of giving an overview of the way company laws in some European states have been dealing with the dividing line between closely held companies limited by shares, and those that have gone public or widely distributed shares. It analyses whether a case can be made for regrouping the rules relating to “public” companies in a single body of law, a discussion that is going on in Germany.
Kristina A. Sadlak, The European Commission’s Action Plan to Modernize European Company Law: How Far Should the SEC Go in Exempting European Issuers from Complying with the Sarbanes-Oxley Act?, Brigham Young University International Law & Management Review, Volume 3, Winter 2006.
Aici.
Michel Tison, Hans De Wulf, Christoph Van der Elst, Reinhard Steennot (ed.), Perspectives in Company Law and Financial Regulation, Cambridge University Press, 2009
Sumarul acestei carti este serios si este vizibil aici.
Maximilian Karacz, A Market for Incorporations in Germany: American Competitive Federalism as a Viable Model for the Largest Economy in the EU?, Harvard International Law Journal, 1 November 2008. 49 HARV. INT’L L. J. ONLINE 83 (2008). [*]
Un articol interesant, care reia bibliografia comparativa a Europei deschise tuturor posibilitatilor, in urma deciziei Centros, cu statul Delaware (SUA). Cartesio va duce mult mai departe argumentele si polemica.
Karsten Engsig Sørensen, Prospects for European Company Law After the Judgment of the European Court of Justice in Centros Ltd, în The Cambridge Yearbook of European Legal Studies 1999, Volume 2, Editors: Alan Dashwood and Angela Ward”The judgment may have far-reaching consequences for company law in the European Union. A critical implication is that, in future, Member States will have very little scope for arguing that resorting to the use of a foreign corporate vehicle is a mere attempt to circumvent national company law, and therefore illegal. As will be demonstrated below, the judgment casts new light on the interpretation of the freedom of establishment, and especially the concept of abuse of rights.” (p. 231)
Autorul a publicat, de altfel, un articol abuzului de drept>
Karsten Engsig Sørensen, Abuse of rights in community law: a principle of substance or merely rhetoric?, Common Market Law Review. New York: Apr 2006. Vol. 43, Iss. 2.
Beate Sjafjell, Towards a Sustainable European Company Law. A Normative Analysis of the Objectives of EU Law, with the Takeover Directive as a Test Case’, Kluwer Law International, 2008.
Din Norvegia, profesoara la Oslo [*], se spune ca nimic nu e sigur, daca nu este si adevarat. Cartea este teza de doctorat a autoarei, putin revizuita.
