Zusammenfassung
Vicari
Company Laws of the EU
The book aims to fill a gap in the process of confrontation between the disciplines, case laws and literatures of the central EU member states and in particular to address the difficulty of finding sources for scholars and professionals explaining the rules and guidelines of corporate law in the different European states. The main features of the discipline of Corporate Law in Germany, the UK, France, Italy, Spain, Poland, Romania and the Netherlands is illustrated. The objective of the work is not only to describe the main features of the discipline, but especially to highlight the most important critical profiles, and particularly those under the scrutiny of case law and most studied (as problematic) by the doctrine.
The book covers the following issues:
-
shares, bonds, hybrid instruments;
-
corporate governance;
-
external and internal controls;
-
listed companies;
-
smaller limited liability companies;
-
balance sheets;
-
groups of companies;
-
extraordinary corporate transactions and insolvency
Abstract
Vicari
Company Laws of the EU
The book aims to fill a gap in the process of confrontation between the disciplines, case laws and literatures of the central EU member states and in particular to address the difficulty of finding sources for scholars and professionals explaining the rules and guidelines of corporate law in the different European states. The main features of the discipline of Corporate Law in Germany, the UK, France, Italy, Spain, Poland, Romania and the Netherlands is illustrated. The objective of the work is not only to describe the main features of the discipline, but especially to highlight the most important critical profiles, and particularly those under the scrutiny of case law and most studied (as problematic) by the doctrine.
The book covers the following issues:
-
shares, bonds, hybrid instruments;
-
corporate governance;
-
external and internal controls;
-
listed companies;
-
smaller limited liability companies;
-
balance sheets;
-
groups of companies;
-
extraordinary corporate transactions and insolvency
- 1–199 Part 1: France 1–199
- 199–427 Part 2: Germany 199–427
- 199–213 Chapter 1. Introduction 199–213
- 427–661 Part 3: Italy 427–661
- 427–440 Chapter 1. Introduction 427–440
- 661–893 Part 4: Poland 661–893
- 661–672 Chapter 1. Introduction 661–672
- 893–1067 Part 5: Romania 893–1067
- 893–904 Chapter 1. Introduction 893–904
- 1013–1037 Chapter 7. Groups of companies 1013–1037
- 1067–1281 Part 6: Spain 1067–1281
- 1067–1079 Chapter 1. Introduction 1067–1079
- 1226–1248 Chapter 7. Groups of companies 1226–1248
- 1281–1457 Part 7: The Netherlands 1281–1457
- 1281–1287 Chapter 1. Introduction 1281–1287
- 1400–1432 Chapter 7. Groups of companies 1400–1432
- 1457–1620 Part 8: United Kingdom 1457–1620
- 1457–1463 Chapter 1. Introduction 1457–1463
- 1578–1600 Chapter 6. Groups of companies 1578–1600
31 Treffer gefunden
- „... , Principles of Corporate Finance, 10, New York, 2011;Chomiuk, Commentary to art. 257, in Kodeks spółek ...” „... Company Law and Creditor Protection, EBOR 7(2006), 417; Ferran-Chan Ho, Principles of Corporate Finance ...” „... Long-Overlooked Legal Applications of Finance’s Foundational Theorem, University of Pennsylvania Law SchoolFaculty ...”
- „... , unlike in England or the USA, and contrary to debt finance,the management does not have the primary ...” „... ., WpPG/VermAnlG, 3, Köln, 2017; Schön [1], The Future of Legal Capital, EBOR (2004),429; Schön [2], Balance Sheet ...” „... . Corporate finance in Germany................................................................ 1372. Overview ...”
- „... Capital: An Outdated Concept?,EBOR 7, (2006), 5; Bavoso [1], Financial Innovation and Structured Finance ...” „... (2005), 93; Ferran-Ho, Principles of Corporate Finance Law, Oxford, 2013;Ferrarini, One Share – One Vote ...” „... Finance 1 (1994), 133; Sealy-Worthington, Text Cases and Materials in Company Law,Oxford, 2016; Wong ...”
- „... on Finance);iii) the general limits envisaged by Art. 2372, paragraph 5, c.c., do not apply ...” „... voting instructions must bein place for each resolution (Art. 135-decies Consolidated Law on Finance);iv ...” „... themeeting of shareholders of savings shares applies (Art. 147-bis Consolidated Law on Finance).15 The ...”
- „... Chapter 3Stock corporations: corporate governanceBibliography: Adams-Ferreira, in J. Finance, 2007 ...” „... outcomes, in Strat. Mgmt. J. (2008), 363; La Porta et al., in Law and Finance, National Bureau ofEconomic ...” „... those related to planning, governance,organization, finance and information.263. Management autonomy217 ...”
- „... effect is created by theinjection of external capital into an investment, thereby increasing future ...” „... majorliabilities to finance the purchase. Polish legislation contains no specific regulationsthat would restrict ...” „... in order to finance their acquisition can exacerbate theirdifficulties, threaten their solvency and ...”
- „... itsformation phase by adding the abbreviation “i.o.” to its future name. “I.o.” is an abbrevia-tion for “in ...” „... future and thus becomes less important.III. Legal Capital, Equity and Contributions1. Minimum legal ...” „... lifetime of the BV, it may be necessary to attract additional equity capital,for instance to finance (part ...”
- „... , aslimited liability companies are not allowed in fields such as banking, insurance andreinsurance or finance ...” „... financial institutions, see Bercea [1], 100–125; for a similar restrictionfor finance lease companies, see ...” „... aforementioned restrictions, A.C. states that any interestedperson as well as the Ministry of Finance are ...”
- „... the future 2018 “PACTE Act”, expected to increase the number of employee directors on theboards of ...” „... laTransition écologique et solidaire, de la Justice, de l’Économie et des Finances et du Travail, 9 mars 2018.8 ...” „... , which arelikely to be included in the future 2018 “PACTE Act” (“Plan d’Action pour la Croissanceet la ...”
- „... incorporation. This report is one of the statutory sharecapital protection measures, giving future shareholders ...” „... . However, in the case of a sharesubscription agreement where the future shareholder undertakes to pay for ...” „... satisfymature claims, while with respect to claims with future maturity it is obliged to providerelevant ...”
- „... to corporate finance trans-actions– conducts investigations and inspections.1 See infra p. 9.2 It may ...” „... future as international audit standards issued by IFAC (theinternational federation of accountants) are ...” „... anti-moneylaundering scheme. Tracfin is the specialized arm of the Ministry of Finance on this topic. See. MFC,art. L ...”
- „... inspiration for future harmonisation. We hope therefore that we can makea valuable comparative law ...” „... , Arad: Full Professor of Corporate Law and Finance; Head, Brunel Law School, BrunelUniversity of ...”
- „... Code). Fair valueincorporates expectations of future income. Naturally there is a risk that these ...” „... 623 469 71,3 % 19,4 % 1,2 % 18,3 %Source: Consob report to the Minister of Economy and Finance for the ...” „... : Consob report to the Minister of Economy and Finance for the year 2017.67At the end of 201731 the less ...”
- „... incorporation when the future shareholders do not already have it; however, dueto its complexity, it is not used ...” „... formof the presence before the notary public of the future shareholders of the company,through the ...”
- „... groups of companiesand the future of international human rights and environmental litigation, CLJ (2015 ...” „... Regulations 2016, SI 2016/339, as amended.15 See Report of the Reflection Group on the future of EU Company ...” „... the parent company wishes or agree as to the future exercise of their discretion. Sucha fettering of ...”
- „... theMinistry of Economic Affairs and Finance and the Ministry of Economic Development, and mustindicate: 1) the ...” „... thoseregarding future assets or the assets of others or generic items.616Specific regulations were made stating ...” „... Ministry of Economy and Finance –President; (ii) the Ministry of Agricultural, Food and Forest Policies ...”
- „... Accounting Act.89 See § 68 sec. 1 item 2 and § 69 sec. 1 item 2 of the Polish Minister of Finance Regulation ...” „... incompanies being targets of venture capital investments or financed via crowdfunding10while the majority of ...”
- „... finance, auditing or both”17. Soobviously the law does not want that directors holding a significant ...” „... experience in finance, auditing or both, in13 Added by Act 31/2014, of December 3, amending the LSC to the ...” „... decisions). In any case, they must be transactions of special importancefor the patrimony and future of the ...”
- „... prohibition does not apply (art. L 225-216, § 2):– current operations of credit institutions and finance ...” „... prohibition does not apply to current transactions carried outby credit institutions and finance companies ...” „... being requiredto cancel them immediately or in the future if the purchase is made:141 – to grant shares ...”
- „... investment for project finance. The GmbH cannot fulfil the latterfunction because the transfer of its shares ...” „... remained unnoticed. In the great reform of 2008,the mindful legislator explicitly prohibited the future ...”
- „... Act 1985 in Flux: TheFuture of Shareholder Protection, CLJ 64 (2005), 647; Posner, Economic Analysis ...” „... company. ‘Companysecretaries have a broad skill set – corporate law, finance, governance, strategy ...” „... restricts the future exercise of discretion by the directors or if the directors actin a way that is ...”
- „... the supervisory board of a creditinstitute and a finance holding company must be reliable, possess the ...” „... to ensure that the boardof directors makes the right business decisions in the future. In this sense ...” „... , the super-visory board is to advise the board of directors on the future business policy.102 In ...”
- „... answer is no22, but legalscholars hope for a future positive answer23, based on the provisions of art ...” „... Public Finances n. 3055 of29 October 2009 for the approval of Accounting Regulations compliant with ...”
- „... within Europe, Journal of AppliedCorporate Finance 27-4 (2015), 8; Hönn, Roma locuta? – Trihotel ...” „... existing at the time the agreementis terminated, not to future purchasers of shares in the formerly ...”
- „... BV. In the near future Article 2:138 DCC purportedly will apply to companies dulyincorporated under ...” „... Amsterdam (in force sinceJanuary 2017). The Finance Market Authority is authorized to suspend or ...”
- „... detail in the paragraphs below. the acquired company is notallowed to finance the acquisition of its own ...” „... other words,they may be exposed to future dilution of their holding, provided that such risk may ...”
- „... more than one limitedliability company. In case these provisions are violated, the Ministry of Finance ...” „... the amounts necessaryto cover all the debts of the company, either future or outstanding, at least 10 ...”
- „... court order in the absencethereof at the request of the most diligent future shareholder. The auditor’s ...” „... report isattached to the articles of association. However, the future shareholders may take aunanimous ...” „... shall be assessed by an auditor, like in a SA. However, pursuantto article L 227-1 § 5, the future ...”
- „... resorts. These aforementioned resorts can be account-ing, administration, distribution, finances, labor ...”
- „... , also by potential advantages that mayreasonably obtained in the future by the directed company for a ...” „... of a future and potentialchange in the risk of the investment in the directed company assessed on the ...” „... financed company is a limited-liability company (s.r.l.), a joint-stockcompany (s.p.a.) or a limited ...”
- „... question acts in the name of the Pre-GmbH or in the name ofthe future GmbH which is created by the entry in ...” „... company, a GmbH may be financed by means of equity capital or bymeans of debt capital. In order to obtain ...” „... Yet, the GmbH, like any other business entity, may also be financed by means of debtcapital. If the ...”