Modernisation Of European Company Law

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. --

This book is a collective volume of studies on the recent legislative developments in European Company Law as well as on topical legal issues that affect companies but which have not been harmonized yet. The Mobility Directive has introduced important amendments to the cross border operations of companies while the Directive on the Digitalisation of Company Law has brought about changes in the setting up of businesses and the use of digital tools and processes throughout the lifecycle of companies. The authors present and thoroughly analyses in their studies the important aspects of these new provisions and the challenges they present in their implementation. The book further explores the future of EU Company Law in particular regarding sustainable corporate governance, director’s duties, letterbox companies and the possible harmonization of the rules regulating groups of companies in the EU. All legal issues are presented very comprehensively and the authors who are academics and legal practitioners are shedding light on complicated legal questions in a very clear way.

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.

What has been achieved in legislating Company law in Europe? What has been implemented already? What is working in practice and what is not effective? What still has to be done?

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.

The European Company Statute is one of the most important pieces of company legislation adopted so far by the European Union. Its aim is to regulate the internal functions of a business operating in more than two European countries. This book provides an analysis of the history, structure, legal basis and likely impact of the ECS.

"As with corporate law itself, however, our principal focus in this book is not on establishing the corporate form per se. Rather, it is on a second, equally important function of corporate law: namely, reducing the ongoing costs of organizing business through the corporate form. Corporate law does this by facilitating coordination between participants in corporate enterprise, and by reducing the scope for value- reducing forms of opportunism among different constituencies"--

The harmonization of company law has always been on the agenda of the European Union. Besidesthe protection of third parties affected by business transactions, the founders had two other objectives: first, promoting freedom of establishment, and second, preventing the abuse of such freedom. The European Commission issued its Company Law Action Plan in 2003. In this volume researchers of the Jan Ronse Institute for Company Law of the Katholieke Universiteit Leuven present five chapters on the main priorities of the Action Plan: capital and creditor protection,corporate governance, one share one vote, financial reporting, and corporate mobility. The book also includes responses and ensuing discussions by reputed European company law experts.