Cross Border Transfer of Registered Office

Cross Border Transfer of Registered Office
Author: Emanuela Matei
Publisher:
Total Pages: 0
Release: 2013
Genre:
ISBN:

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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.

European Cross-Border Mergers and Reorganisations

European Cross-Border Mergers and Reorganisations
Author: Jérôme Vermeylen
Publisher: OUP Oxford
Total Pages: 1587
Release: 2012-03-29
Genre: Law
ISBN: 0191630993

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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.

Transfer of the Registered Office

Transfer of the Registered Office
Author: Gert-Jan Vossestein
Publisher:
Total Pages: 13
Release: 2010
Genre:
ISBN:

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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.

Cross-Border Mergers in Europe: Volume 1

Cross-Border Mergers in Europe: Volume 1
Author: Dirk Van Gerven
Publisher: Cambridge University Press
Total Pages: 371
Release: 2010-03-04
Genre: Law
ISBN: 1139484524

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This discussion of the Cross-Border Merger Directive and its implementing legislation in each Member State of the European Union and the European Economic Area provides companies and their advisors with useful insight into the legal framework applicable to, and the tax treatment of, cross-border mergers throughout the European Economic Area. Analysis of the Community rules laid down in the Cross-Border Merger Directive and the Community rules on the tax treatment of cross-border mergers is complemented by chapters on the implementing legislation in each Member State, prepared in accordance with a common format and contributed by a practitioner from each state. Annexes contain the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a list of the implementing legislation in each Member State (Annex III).

European Added Value Assessment

European Added Value Assessment
Author: Blanca Ballester
Publisher:
Total Pages: 50
Release: 2013
Genre:
ISBN: 9789282340790

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The Treaty enshrines four freedoms for legal and natural persons in the EU. One of them, freedom of establishment, is particularly important for companies. However, there is no European legal instrument establishing a harmonised system, and it is also difficult to ascertain which law is applicable to a company having its registered office in a given Member State and wishing to move it to another one. The European Parliament has repeatedly called for a Directive on the Crossborder Transfer of Company Seats (14th Company Law Directive), as action at Member State level has proven insufficient to address this important issue. This European Added Value assessment analyses the arguments in favour of such a Directive (legal certainty, clarity, transparency and simplicity) and provides data suggesting that a legal instrument would facilitate cross-border mobility and have an associated positive net economic impact.

Corporations in Private International Law

Corporations in Private International Law
Author: Stephan Rammeloo
Publisher: Oxford University Press, USA
Total Pages: 404
Release: 2001
Genre: Business & Economics
ISBN: 9780198299257

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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.

European Company Law

European Company Law
Author: Nicola de Luca
Publisher: Cambridge University Press
Total Pages: 599
Release: 2021-04-15
Genre: Law
ISBN: 110891117X

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Taking a text, cases and materials approach, de Luca's successful textbook remains the only offering for students of European company law, and has been thoroughly updated in this new edition. Chapters have been expanded to cover the latest legislation and directives on cross-border mergers, the use of digital tools, and cross-border insolvency, while figures and graphs have been introduced to help illustrate complex processes and relationships. Clearly differentiated explanatory textboxes from the first edition have been revised, and allow students to quickly identify sources such as EU legislation, official documents and excerpts from scholarly papers. The book explores a diverse range of topics, from what European company law is, to the structure of the Societas Europaea Statute, capital markets and takeover law. It continues to be an essential resource for the growing number of graduate courses in European company law, European business law, and comparative corporate law.

Current Issues in European Financial and Insolvency Law

Current Issues in European Financial and Insolvency Law
Author: Wolf-Georg Ringe
Publisher: Bloomsbury Publishing
Total Pages: 254
Release: 2009-06-02
Genre: Law
ISBN: 1847315151

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Recent case-law and legislation in European company and insolvency law have significantly furthered the integration of European business regulation. In particular, the case-law of the European Court of Justice and the introduction of the EU Insolvency Regulation have provided the stimulus for current reforms in various jurisdictions in the fields of insolvency and financial law. The UK, for instance, has adopted the Enterprise Act in 2002, designed, inter alia, to enhance enterprise and to strengthen the UK's approach to bankruptcy and corporate rescue. In a similar vein, a recent reform in France has modernised French insolvency law and even introduced a tool similar to the successful English 'company voluntary arrangement' (CVA). This book provides a collection of studies by some of the leading English and French experts today, analysing current perspectives of insolvency and financial law in Europe, both on the national as well as on the European level.