The Private International Law of Companies in Europe
Zusammenfassung
Can firms freely choose their place of incorporation and thus the applicable company law? And is it possible that a firm can subsequently reincorporate in another country, with the effect of a change of the law applicable to this company?
In the European Union, the answer to these questions has to consider the impact of the freedom of establishment and the corresponding case law of the Court of Justice. Beyond some general principles, there is, however, also considerable diversity between the laws of the Member States. This book therefore aims to provide an up-to-date analysis of this important area of law for all Member States. It is based on a comprehensive study, produced for the European Commission, on this topic.
This book should be of interest for practicing legal professionals who work in the field of cross-border transactions, as well as for legal scholars who specialise in company law, conflict of laws and EU law.
The benefits at one glance:
written in English
comprehensive, up-to-date analysis
practical analysis based on academic research
About the authors:
Carsten Gerner-Beuerle is a Professor of Commercial Law at University College London, UK.
Federico M. Mucciarelli is an Associate Professor of Business Law at the University of Modena and Reggio Emilia, Italy, and a Reader in Financial Law at the SOAS University of London, UK.
Edmund Schuster is an Associate Professor of Law at the London School of Economics and Political Science, UK.
Mathias Siems is a Professor at University of Florence.
Abstract
Can firms freely choose their place of incorporation and thus the applicable company law? And is it possible that a firm can subsequently reincorporate in another country, with the effect of a change of the law applicable to this company?
In the European Union, the answer to these questions has to consider the impact of the freedom of establishment and the corresponding case law of the Court of Justice. Beyond some general principles, there is, however, also considerable diversity between the laws of the Member States. This book therefore aims to provide an up-to-date analysis of this important area of law for all Member States. It is based on a comprehensive study, produced for the European Commission, on this topic.
This book should be of interest for practicing legal professionals who work in the field of cross-border transactions, as well as for legal scholars who specialise in company law, conflict of laws and EU law.
The benefits at one glance:
written in English
comprehensive, up-to-date analysis
practical analysis based on academic research
About the authors:
Carsten Gerner-Beuerle is a Professor of Commercial Law at University College London, UK.
Federico M. Mucciarelli is an Associate Professor of Business Law at the University of Modena and Reggio Emilia, Italy, and a Reader in Financial Law at the SOAS University of London, UK.
Edmund Schuster is an Associate Professor of Law at the London School of Economics and Political Science, UK.
Mathias Siems is a Professor at University of Florence.
- Kapitel Ausklappen | EinklappenSeiten
- I–XX Titelei/Inhaltsverzeichnis I–XX
- 1–208 Part 1: General Part 1–208
- 1–9 I. The problem of the applicable company law in the EU 1–9
- 1. Introduction
- 2. Real seat v. Incorporation theory
- 3. Case law of the Court of Justice
- 4. Overview of our research
- 10–208 II. Comparative analysis of law applicable to companies 10–208
- 1. Sources of law
- 2. Preliminary questions about substantive company law
- a) Overview
- b) Overview of national laws
- 3. Determining the law applicable to companies
- a) Overview of national laws
- b) Connecting factor
- c) Outreach statutes
- 4. Scope of the lex societatis
- a) General approach
- b) Incorporation and formalities in particular
- c) The board of directors in particular
- d) Distinction between the lex societatis and the lex concursus (the law applicable to insolvency proceedings
- e) Distinction between the lex societatis and the international scope of non-contractual obligations
- f) Re-classification of company law
- 5. Mechanisms to protect public interests (ordre public
- a) Overview of national laws
- b) Discussion
- 6. Reincorporations
- a) Outbound reincorporations
- b) Voluntary inbound reincorporations
- c) Involuntary change of law
- 7. Other areas of law
- a) Overview of national laws
- b) Discussion
- 8. Jurisdiction
- a) Overview of national laws
- b) Discussion
- 9. Critical reflections
- a) Overview of national responses
- b) Discussion
- 10. Conclusions
- 209–750 Part 2: Country Reports 209–750
- 209–223 I. Austria (Schuster/Winner) 209–223
- 224–242 II. Belgium (Maresceau/Van der Elst) 224–242
- 243–265 III. Bulgaria (Stancheva-Mincheva) 243–265
- 266–279 IV. Croatia (Babić/Jakšić) 266–279
- 280–307 V. Cyprus (Markou/Zantira) 280–307
- 308–333 VI. Czech Republic (Pauknerová/Brodec) 308–333
- 334–349 VII. Denmark (Birkmose) 334–349
- 350–363 VIII. Estonia (Hoffmann) 350–363
- 364–376 IX. Finland (Pönkä/Sillanää) 364–376
- 377–384 X. France (Menjucq) 377–384
- 385–414 XI. Germany (Gerner-Beuerle/Siems) 385–414
- 415–441 XII. Greece (Papadopoulos) 415–441
- 442–460 XIII. Hungary (Metzinger) 442–460
- 461–488 XIV. Ireland (Clarke/Kenny) 461–488
- 489–513 XV. Italy (Lombardo/Mucciarelli) 489–513
- 514–526 XVI. Latvia (Balode-Buraka) 514–526
- 527–543 XVII. Lithuania (Heemann/Gasparke) 527–543
- 544–554 XVIII. Luxembourg (Conac/Cuniberti) 544–554
- 555–566 XIX. Malta (Borg-Barthet/Mallia) 555–566
- 567–590 XX. Netherlands (Van der Elst/Maresceau) 567–590
- 591–619 XXI. Poland (Bąk/Rumiński/Morawski/Kuc/Lichnowska/Adamski) 591–619
- 620–641 XXII. Portugal (Frada de Sousa) 620–641
- 642–660 XXIII. Romania (Catană/Oprea/Sumandea-Simionescu) 642–660
- 661–683 XXIV. Slovakia (Patakyová/Grambličková) 661–683
- 684–698 XXV. Slovenia (Trstenjak/Weingerl) 684–698
- 699–720 XXVI. Spain (Palao Moreno) 699–720
- 721–728 XXVII. Sweden (Danelius/Sjöman/Skog) 721–728
- 729–750 XXVIII. UK (Stone) 729–750
- 751–758 Bibliography (selection) 751–758
- 759–770 Index 759–770
