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Author : Thomas Coleman
Publisher :
ISBN 13 :
Total Pages : 10 pages
Book Rating : 4.:/5 (632 download)
Download or read book The transfer of a company's registered office written by Thomas Coleman and published by . This book was released on 1958 with total page 10 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Author : Emanuela Matei
Publisher :
ISBN 13 :
Total Pages : 0 pages
Book Rating : 4.:/5 (137 download)
Download or read book Cross Border Transfer of Registered Office written by Emanuela Matei and published by . This book was released on 2013 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The decision in Daily Mail has come as a result of the resolution of the Member States to endorse a plurality of national legal solutions in the field of tax and corporate laws. The free movement provisions must be understood against this background and keeping in mind that no matter which “interface program” is to be used the system as a whole, i.e. the internal market, must be effective and coherent. The term “interface program” is used here as a metaphoric representation for the set of rules enshrined in national tax and corporate legislation that stipulate conditions for the entry and exit of companies. Among the exit conditions, the liquidation or winding-up of companies as a prerequisite for the cross-border transfer is the most radical one. It's the main pursuit of this study to scrutinize the legality of liquidation in relation to cross-border movement of companies, which presupposes a change of the applicable law. Once a company is lawfully established in the State of origin and its transformation into a company governed by a different national corporate law is allowed by the State of destination, the movement represents a matter falling within the scope the Article 49 TFEU. Implicitly any restrictions imposed on the movement will be subject to the Treaty provisions. The present study makes the distinction between the conditions imposed by the State of destination, which concern rules on company transformations under the national laws and the ones imposed by the State of origin on an emigrating company. The first set of conditions falls within the State competence to determine the formal requirements necessary for the acquirement of legal status under the domestic laws, while the second set of conditions can only be applied in order to preserve the protection of rights originating before the transfer. The liquidation belongs to the latter set of conditions and according to the findings of this study, even if it is not generally excluded, the application of such restriction in a specific case would be rarely, if ever, found to be proportionate and its lack of proportionality will render it illegal under the Union law.
Author : Jérôme Vermeylen
Publisher : OUP Oxford
ISBN 13 : 0191630993
Total Pages : 1587 pages
Book Rating : 4.1/5 (916 download)
Download or read book European Cross-Border Mergers and Reorganisations written by Jérôme Vermeylen and published by OUP Oxford. This book was released on 2012-03-29 with total page 1587 pages. Available in PDF, EPUB and Kindle. Book excerpt: The most comprehensive guide to all techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries and scholars working in the field. Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique. As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements. The book also considers other cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea, or a Societas Cooperativa Europea, and the cross-boarder transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Reorganisations: Law and Practice is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.
Author : Gert-Jan Vossestein
Publisher :
ISBN 13 :
Total Pages : 13 pages
Book Rating : 4.:/5 (129 download)
Download or read book Transfer of the Registered Office written by Gert-Jan Vossestein and published by . This book was released on 2010 with total page 13 pages. Available in PDF, EPUB and Kindle. Book excerpt: Rather unexpectedly, the process for the adoption of the Fourteenth Company Law Directive on the cross-border transfer of the registered office was recently suspended. This paper discusses the Commission's change in policy. The author examines the Community's competence to adopt a Directive on seat transfer as well as the position of the European Parliament with regard to such a directive. The Commission's reasons for not submitting a proposal for the directive are part of the elaboration. An examination of the economic benefits of the Fourteenth Directive also follows. The Cartesio case, currently pending before the European Court of Justice, is analysed in this respect. The author concludes that the motivation the Commission provides for not submitting a proposal for a fourteenth Directive is not convincing and he states that a Directive on seat transfer should be adopted after all.
Author : Frank Dornseifer
Publisher : Walter de Gruyter
ISBN 13 : 3866537239
Total Pages : 928 pages
Book Rating : 4.8/5 (665 download)
Download or read book Corporate Business Forms in Europe written by Frank Dornseifer and published by Walter de Gruyter. This book was released on 2009-04-27 with total page 928 pages. Available in PDF, EPUB and Kindle. Book excerpt: “Daily Mail”, “Centros”, “Überseering” and “Inspire Art”: The ECJ has triggered by applying the principle of freedom of establishment step by step the competition between EU corporate legal systems. Entrepreneurs and investors within the EU now can choose between the various corporate legal forms of the various member states when deciding where and how to carry out their business. “Corporate Business Forms in Europe” is the first compendium including a review and description of the most important types of corporate business forms (i.e. public/private limited liability companies and variations thereof) in the newly enlarged Europe. In particular with respect to the proposed directive concerning the transfer of the registered office of a company from one member state to another under perpetuation of its legal capacity this compendium becomes an indispensable reference book for investors/businessmen, lawyers and students providing practical information starting with the formation and ending with the winding up of the various types of corporate entities presented. The team of authors comprises lawyers and professionals from the various countries concerned with a profound background in corporate law.
Author : Stefania Bariatti
Publisher : Bloomsbury Publishing
ISBN 13 : 1847317634
Total Pages : 1676 pages
Book Rating : 4.8/5 (473 download)
Download or read book Cases and Materials on EU Private International Law written by Stefania Bariatti and published by Bloomsbury Publishing. This book was released on 2011-04-13 with total page 1676 pages. Available in PDF, EPUB and Kindle. Book excerpt: Since the Amsterdam Treaty of 1997 empowered the EC to adopt rules in the field of conflicts of laws, legal instruments have been adopted that provide common rules on issues that touch upon the day-to-day life of European citizens. There are now instruments covering jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, family matters and maintenance obligations, and the law applicable to contractual and non-contractual obligations, legal separations and divorces. There is also legislation establishing swift procedures for recovering claims abroad, ie the European Enforcement Order, the European Order for Payment Procedure and the European Small Claims Procedure, and legislation regulating cross-border insolvency proceedings and judicial assistance in the field of service of documents, taking of evidence and access to justice. This long list of EU legislation is not exhaustive of EU conflicts of laws rules: numerous further provisions are scattered among other EU legislation, eg directives on consumer, labour and insurance contracts; company law; IP rights; securities; privacy; and so on. Besides this the European Court of Justice has issued many judgments addressing relevant aspects of the conflict of laws found in the acquis communautaire in this field. This book, which assembles all the relevant EU legislation and ECJ decisions in one place, provides a guide to the maze of legal instruments now in place, supplemented by brief commentaries identifying the leading principles and anticipating future developments. This title is included in Bloomsbury Professional's International Arbitration online service.
Author : Herbert Smith Professor of Law Piet Eeckhout
Publisher : Oxford University Press, USA
ISBN 13 : 0199571252
Total Pages : 779 pages
Book Rating : 4.1/5 (995 download)
Download or read book Yearbook of European Law 2009 written by Herbert Smith Professor of Law Piet Eeckhout and published by Oxford University Press, USA. This book was released on 2010-02-25 with total page 779 pages. Available in PDF, EPUB and Kindle. Book excerpt: Now in its 28th year, the Yearbook of European Law is one of the most highly respected periodicals in the field. Featuring extended essays from leading scholars and practitioners, the Yearbook has become essential reading for all involved in European legal research and practice. This year's issue includes a special symposium on the recent Kadi case in the European Court of Justice, with contributions by Giorgio Gaja, Christian Tomuschat, Enzo Cannizzaro, Riccardo Pavoni and Martin Scheinin.
Author : Stephan Rammeloo
Publisher : Oxford University Press, USA
ISBN 13 : 9780198299257
Total Pages : 404 pages
Book Rating : 4.2/5 (992 download)
Download or read book Corporations in Private International Law written by Stephan Rammeloo and published by Oxford University Press, USA. This book was released on 2001 with total page 404 pages. Available in PDF, EPUB and Kindle. Book excerpt: This text provides discussion of the principle of freedom of establishment and focuses on the key issue of determining where a corporation has its 'seat' for legal purposes.
Author : Gert-Jan Vossestein
Publisher : Kluwer Law International B.V.
ISBN 13 : 9041125922
Total Pages : 314 pages
Book Rating : 4.0/5 (411 download)
Download or read book Modernization of European Company Law and Corporate Governance written by Gert-Jan Vossestein and published by Kluwer Law International B.V.. This book was released on 2010-01-01 with total page 314 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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 : Dennis Campbell
Publisher : Kluwer Law International B.V.
ISBN 13 : 9041128018
Total Pages : 560 pages
Book Rating : 4.0/5 (411 download)
Download or read book Comparative Law Yearbook of International Business written by Dennis Campbell and published by Kluwer Law International B.V.. This book was released on 2009-12-01 with total page 560 pages. Available in PDF, EPUB and Kindle. Book excerpt: With this edition of the Comparative Law Yearbook of International business, experienced practitioners examine a wide range of issues relating to corporate and investment law in Taiwan, Serbia, Switzerland, Japan, Greece, Germany, and the European Union, deal with franchising issues in Ukraine, Spain, Italy, and the review aspects of Internet governance and liability. In the Miscellaneous section of the Yearbook, practitioners review bankruptcy and insolvency in Arab countries, employment of expatriates in Nigeria, exchange controls in Venezuela, regulation of natural gas markets in Greece, and insurance mediation in Spain.
Author : Luca Cerioni
Publisher : Routledge
ISBN 13 : 1317817583
Total Pages : 273 pages
Book Rating : 4.3/5 (178 download)
Download or read book The European Union and Direct Taxation written by Luca Cerioni and published by Routledge. This book was released on 2015-06-05 with total page 273 pages. Available in PDF, EPUB and Kindle. Book excerpt: Within the European Union, direct taxation is an area which often provokes controversy due to tensions between the tax sovereignty of the individual Member States and the desire for an integrated internal market. This book offers a critical review of the legislative and case-law developments in this area at the EU level, and reviews the European Commission’s proposed solutions in light of their concerns regarding the proper functioning of the EU’s internal market. Luca Cerioni set out a series of benchmarks determined from the objectives expressed by the European Commission, including: the elimination of double taxation and double non-taxation; the simplification of cross-border tax compliance; the reduction of abusive forum-shopping practices and general aggressive tax planning strategies; legal certainty for all businesses and individuals carrying on activities and receiving income in more than one EU Member State. Cerioni uses these benchmarks to ask which Directives and/or rulings have left legal uncertainty, and which have ended up creating or increasing the scope for aggressive tax planning. The book puts forward a comprehensive solution for a new optimal regime relating to tax residence, which would contribute to the EU project to the mutual benefit of Member States and taxpayers. As a thorough and critical discussion of EU tax rules in force, and of the European Court’s case law in direct taxation, this book will be of great use to academic researchers and students of EU law, tax practitioners, and policy-makers at the EU and national level.
Author : Carsten Gerner-Beuerle
Publisher : Oxford University Press
ISBN 13 : 0191059080
Total Pages : 1088 pages
Book Rating : 4.1/5 (91 download)
Download or read book Comparative Company Law written by Carsten Gerner-Beuerle and published by Oxford University Press. This book was released on 2019-05-06 with total page 1088 pages. Available in PDF, EPUB and Kindle. Book excerpt: Comparative Company Law provides a systematic and coherent exposition of company law across jurisdictions, augmented by extracts taken from key judgments, legislation, and scholarly works. It provides an overview of the legal framework of company law in the US, the UK, Germany, and France, as well as the legislative measures adopted by the EU and the relevant case law of the Court of Justice. The comparative analysis of legal frameworks is firmly grounded in legal history and legal and economic theory and bolstered by numerous extracts (including extracts in translation) that offer the reader an invaluable insight into how the law operates in context. The book is an essential guide to how company law cuts across borders, and how different jurisdictions shape the corporate lifespan from its formation by way of incorporation to its demise (corporate insolvency) and eventual dissolution. In addition, it offers an introduction to the nature of the corporation, the framework of EU company law, incorporation and corporate representation, agency problems in the firm, rights of stakeholders and shareholders, neutrality and defensive measures in corporate control transactions, legal capital, piercing the corporate veil, and corporate insolvency and restructuring law.
Author : Frederik Boulogne
Publisher : Kluwer Law International B.V.
ISBN 13 : 9041167145
Total Pages : 434 pages
Book Rating : 4.0/5 (411 download)
Download or read book Shortcomings in the EU Merger Directive written by Frederik Boulogne and published by Kluwer Law International B.V.. This book was released on 2016-03-23 with total page 434 pages. Available in PDF, EPUB and Kindle. Book excerpt: The European Union (EU) Merger Directive removes certain tax disadvantages encountered by companies and their shareholders in the course of a restructuring operation. However, in spite of amendments and European Court of Justice's (ECJ) interpretations of its provisions, various shortcomings remain. This thoroughgoing analysis, broader and deeper than any prior work on the subject, addresses all the Directive's subtopics methodically, following the paragraphs of Articles 1-15 in their logical succession. The author analyses the points in which the Merger Directive falls short of attaining its stated objective, and he also examines how these shortcomings could be scaled. To do so, he tests the Merger Directive against its own objective, primary EU law (the fundamental freedoms and the unwritten general principles of EU law) and non-discrimination provisions in relevant treaties. Each of the following questions is addressed and responded to in depth: – Which entities have access to the Merger Directive and which entities should have access to it? – Which operations are covered by the Merger Directive and which operations should be covered? – Which tax disadvantages to cross-border restructuring operations does the Merger Directive aim to remove, which tax disadvantages have been actually removed, which tax disadvantages remain, and how should the Merger Directive be amended to remove the remaining tax disadvantages? – How tax avoidance should be combated under Article 15(1)(a) of the Merger Directive, which possible types of tax avoidance can be identi¬fied, and how the Merger Directive should be amended? – Which cases of double taxation does a taxpayer engaging in cross-border restructuring operations potentially encounter, and how they can be taken away by the Merger Directive? The key shortcomings that are identifi¬ed are: the Merger Directive’s objective is not stated precisely; minimum harmonisation does not lead to a common tax system; exhaustive lists are used as legislative technique; the Merger Directive does not add much to the outcomes reached through negative harmonisation; and the de¬finitions of qualifying operations are not fully aligned with corporate law. Chapter 6 contains a deeply informed and viable proposal for the amendment of the Merger Directive. This is the fi¬rst treatment not only to evaluate the Directive's effi¬cacy in detail but also to offer real solutions to its shortcomings. It will be welcomed by policymakers, judges, practitioners and academics, and the recommendations it contains are sure to affect ongoing amendments and jurisprudence on the Merger Directive.
Author : Steffen Hindelang
Publisher : Springer Nature
ISBN 13 : 3030437574
Total Pages : 838 pages
Book Rating : 4.0/5 (34 download)
Download or read book YSEC Yearbook of Socio-Economic Constitutions 2020 written by Steffen Hindelang and published by Springer Nature. This book was released on 2021-03-29 with total page 838 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book presents the very first, interdisciplinarily grounded, comprehensive appraisal of a future “Common European Law on Investment Screening”. Thereby, it provides a foundation for a European administrative law framework for investment screening by setting out viable solutions and evaluating their pros and cons. Daimler, the harbour terminal in Zeebrugge, or Saxo Bank are only three recent examples of controversially discussed company takeovers in Europe. The “elephant in the room” is China and its “Belt and Road Initiative”. The political will in Europe is growing to more actively control investments flowing into the EU. The current regulatory initiatives raise several fundamental, constitutional and regulatory issues. Surprisingly, they have not been addressed in any depth so far. The book takes stock of the current rather fragmented regulatory approaches and combines contributions from leading international academics, practitioners, and policy makers in their respective fields. Due to the volume’s comprehensive approach, it is expected to influence the broader debate on the EU’s upcoming regulation of this matter. The book is addressed to participants from academia as well as to representatives from government, business, and civil society.
Author : Jean J. du Plessis
Publisher : Springer
ISBN 13 : 366254198X
Total Pages : 662 pages
Book Rating : 4.6/5 (625 download)
Download or read book German Corporate Governance in International and European Context written by Jean J. du Plessis and published by Springer. This book was released on 2017-10-07 with total page 662 pages. Available in PDF, EPUB and Kindle. Book excerpt: The book provides readers with an overview of the unique features of German business and enterprise law and an in-depth analysis of the organs of governance of German public limited companies (general meeting, management board, supervisory board). In addition, approaches for reforms required at the international level are also suggested and discussed, including, among others, the unique interplay and dynamics of the German two-tier board model with the system of codetermination, referring to the arrangement of employees sitting on the supervisory boards of German public limited companies and private companies employing more than 500 employees; also covered are significant recent legal developments in Europe.The book highlights the core function of valuation and financial reporting at the international, European and German levels, with accounting as the documentary proof of good corporate governance. Corporate governance encompasses the free enterprise system, which is treated comprehensively in this book from a German perspective. This distinguishes the book from other books written in English in this subject area, not only because of the comprehensive way it covers German corporate law and corporate governance, but also because of the fact that it provides international and European perspectives on these important topics.The book is addressed to researchers, practitioners and basically anyone with an interest in the complex, but intriguing areas of corporate law and corporate governance.
Author : Russell A. Miller
Publisher : Berghahn Books
ISBN 13 : 9781845452681
Total Pages : 572 pages
Book Rating : 4.4/5 (526 download)
Download or read book Annual of German and European Law written by Russell A. Miller and published by Berghahn Books. This book was released on 2007-02 with total page 572 pages. Available in PDF, EPUB and Kindle. Book excerpt: German law has been of long-standing interest and increasing relevance around the world, but access for researchers and practitioners very frequently was limited by the necessity of German language proficiency. Offering English-language access to these fields, the Annual of German & European Law is a significant contribution to the global discourse on and study of German, European and Comparative law. Each volume presents: (1) articles - original, cutting-edge scholarship from the fields of German and European law; (2) jurisdictional reports - comments on the latest caselaw from Germany's most significant courts and the case-law of the European courts having importance for Germany; (3) book reviews - surveying the most compelling recent literature (whether in the German or English language) in the fields of German and European law; and (4) translations - exclusive English-language versions of significant primary sources of German law, including statutes and court opinions). The first volumes of the Annual of German & European Law have attracted contributions from some of the most preeminent commentators, scholars and jurists in the fields, including, among others: Luke Nottage (Volume I); Juliet Lodge (Volume I); Alexander Somek (Volume I): Susanne Baer (Volume I): Renate Jaeger (Volume II): Günter Frankenberg (Volume II): Bootjan Zupanãiã (Volume II): Nigel Foster (Volume II) The third volume maintains this tradition of high quality, peer-reviewed scholarship with contributions expected from Gertrude Lübbe-Wolff (Justice, German Federal Constitutional Court) and Christian Joerges (European University Institute).
Author : IBP USA
Publisher : Lulu.com
ISBN 13 : 143307060X
Total Pages : 308 pages
Book Rating : 4.4/5 (33 download)
Download or read book Slovenia Company Laws and Regulations Handbook Volume 1 Strategic Information and Basic Laws written by IBP USA and published by Lulu.com. This book was released on with total page 308 pages. Available in PDF, EPUB and Kindle. Book excerpt:
