European Company Law, 3/2016

 

European Company Law, The ‘European’ Group Interest and Stakeholder Protection

Monday, May 30, 2016

  • Content Type Journal Article
  • Part of Volume 13, Issue 3
  • Authors
    • Mieke Olaerts, Professor in Comparative Company Law at The University of Maastricht, The Netherlands.
  • Journal European Company Law
  • Online ISSN 1572-4999
  • Print ISSN 1572-4999

European Company Law, Turbo Liquidation of a Company: An Open Invitation to Commit Fraud?

Monday, May 30, 2016

Nowadays several European legal systems include methods for dissolving companies in an easy and quick way. In the Netherlands, a company can be dissolved without pursuing liquidation proceedings (a so-called turbo liquidation). It seems that only one condition has to be met in order to dissolve a company by turbo liquidation: the absence of assets at the time of dissolution. The question arises whether the current rules and practical use of the Dutch turbo liquidation are an open invitation to commit fraud. This question will be answered by comparing the Dutch turbo liquidation to the Belgian one-day liquidation and the UK voluntary striking off procedure.

  • Content Type Journal Article
  • Part of Volume 13, Issue 3
  • Authors
    • Samantha Renssen, Assistant Professor of Company and Insolvency Law at Maastricht University, The Netherlands.
  • Journal European Company Law
  • Online ISSN 1572-4999
  • Print ISSN 1572-4999

European Company Law, The ‘Shell Nigeria Issue’: Judgments by the Court of Appeal of The Hague, The Netherlands

Monday, May 30, 2016

On 18 December 2015, the Court of Appeal of The Hague in The Netherlands handed down three judgments in connection with the ‘Shell Nigeria issue’: a series of claims brought by Nigerian residents and by the association Vereniging Milieudefensie against four legal entities belonging to the Shell Group based on allegations of environmental damage resulting from the group’s operations in Nigeria. In its judgments, the Court of Appeal discussed the issue as a matter to be decided under Nigerian, and by extension, common law. With all reservations, the chance that Milieudefensie et al.’s claims would succeed under the applicable Nigerian common law should not be dismissed.

  • Content Type Journal Article
  • Part of Volume 13, Issue 3
  • Authors
    • Cees De Groot, Department of Company Law, Leiden Law School, The Netherlands.
  • Journal European Company Law
  • Online ISSN 1572-4999
  • Print ISSN 1572-4999

European Company Law, Piercing the Corporate Veil in Haitian Poisoning Affair Rejected in First Instance: German HELM AG Not Found Liable under Dutch Corporate Law

Monday, May 30, 2016

In its award of 15 July 2009 the Florida Court of Appeal (Third District) ruled that Florida Courts had jurisdiction over a parent company (HELM), but not over its Dutch subsidiary company (Vos) that had caused severe damage in Haiti. Vos had purchased glycerine from China and, although the glycerine was impure and tainted, it had proceeded to sell the glycerine to one of its customers in Haiti after affixing false labels to it. In its judgment of 2 July 2015, the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County declined to pierce the corporate veil under Dutch law and to hold HELM liable for the ‘despicable’ alleged actions of its subsidiary. In March 2016 an appeal has been lodged against the Court’s award with the Florida Court of Appeal (Third District).

  • Content Type Journal Article
  • Part of Volume 13, Issue 3
  • Authors
    • Steef M. Bartman, professor of Company Law at Leiden Law Faculty, The Netherlands.
  • Journal European Company Law
  • Online ISSN 1572-4999
  • Print ISSN 1572-4999

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