Download or read book The Impacts of a Cross border Seat Transfer on Legal Positions of a European Company s Directors and Officers written by Andreas Hoger and published by . This book was released on 2009 with total page 60 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Cross Border Transfers of Undertakings written by Kirsten Henckel and published by Kluwer Law International B.V.. This book was released on 2016-04-24 with total page 400 pages. Available in PDF, EPUB and Kindle. Book excerpt: Globalization and market integration have shaped the economic climate in such a way as to give rise to a considerable increase in cross-border mergers, acquisitions and corporate restructurings. However, the primary European Union (EU) legislation in this area – the Acquired Rights Directive – brings about only partial and minimum harmonization, giving rise to differences in the employee protective regime across the EU Member States. This book, the rst full analysis of the EU-level private international law implications of the subject, masterfully addresses the plethora of questions that arise and presents well-considered and soundly based recommendations towards the introduction of a new and uniform con ict of laws path for transfers of undertakings throughout the EU. With a methodology that combines comparative, ‘black letter’, legal historical and empirical approaches, the author addresses such issues and topics as the following: – determination of applicable law both upon and after a transfer; – jurisdictional issues; – the main provisions of the Acquired Rights Directive and their content; – the main differences existing among the relevant laws of the Member States; – special characteristics of the maritime sector and seagoing workers; and – cross-border implications of Brexit. This book critically evaluates the existing rules on international jurisdiction and the con ict of laws relating to cross-border transfers of undertakings, clearly exposing the regime’s merits and demerits. Counsel representing any actor involved in a cross-border merger, acquisition, or business restructuring – transferor, transferee, or affected employees – will be well served with this exemplary account of their legal position both before and after the transfer. In addition, policymakers, legislators and interested academics will bene t greatly from the author’s clearly presented guidelines on the development of an EU-wide con ict of laws regime for transfers of undertakings.
Download or read book The European Company Societas Europaea Se Caught in Between Cross Border Mobility and Lock In Effect an Empirical Analysis on the Influence of Exit Taxation Upon Cross Border Mergers and Seat Location Decisions written by Dirk Schmidtmann and published by . This book was released on 2023 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Ever since the European Company (Societas Europaea - SE) was introduced in 2004 to complete the single European market and to facilitate freedom of establishment of companies, the number of established SEs has increased substantially. The SE Statute provides for cross-border mobility enabling the SE to engage in regulatory, legal and international tax arbitrage to attain competitive advantages. The uneven regional distribution of SEs as well as the low existing numbers of transferred seats and cross-border mergers indicate that the arbitrage opportunities the SE offers are not being made use of to the expected extent. This paper examines empirically the correlation between exit taxation provisions of Member States of the European Economic Area and the current distribution of SEs and their formation by cross-border merger as well as their decision to transfer the registered office by employing two simple econometric models: a chi-square independency test and a regression analysis. The results emerging from this study suggest that exit taxation provisions affect the numbers of cross-border mergers and transfers of the registered office, the direction of the merger and the direction of the transfer of the registered office. The potential realization and taxation of accrued gains causes lock-in effects.Full-text Paper.
Download or read book Transfer of Business and Acquired Employee Rights written by Jens Kirchner and published by Springer. This book was released on 2016-07-01 with total page 755 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides practical, business-orientated and accessible guidance on key employment and labour law aspects in national and international transfers of business in the European Union, its member states and selected important countries around the world. It contains a comprehensive overview of relevant topics such as safeguarding of employees' rights, impacts on employees' representatives and on collective agreements, company pension entitlements, insolvency, M&A transactions and cross-border transfers of business for each country covered. This overview is accompanied by summaries of leading case law and excerpts of important national regulations. Transfers of business play an important role in today's globalised business world. In particular, employment and labour impacts of transfers of businesses are often a driving legal and business factor in national and international restructurings and M&A transactions. The successful implementation of transfers of business requires to recognise and comply with the relevant legal frameworks of the countries involved. This publication is written by specialised employment lawyers from around the globe and addresses in-house counsels, human resources managers and legal advisors in charge of or accompanying national or international transactions.
Download or read book A Company s Cross border Transfer of Seat in the EU After Cartesio written by António Frada de Sousa and published by . This book was released on 2009 with total page 83 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Cross border Transfer of a Company s Seat in the European Company Law written by Barbora Zaborska and published by . This book was released on 2014 with total page 112 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Chapter 2 Concepts of Seat and Seat Transfer written by Thomas Biermeyer and published by . This book was released on 2016 with total page 22 pages. Available in PDF, EPUB and Kindle. Book excerpt: Chapter 2 deals with the concept of the company seat and seat transfers. It explains that the seat determines which specific national (company) law will be applicable to a company and that there are two different kinds of seats in the EU which can serve as the connecting factor to the applicable (company) law. The first connecting factor is the registered office and the second is the central administration. The chapter further looks at how the concept of a 'seat' is used in the European Union and illustrates this through the example of Dutch law in order to form an idea of how this is specifically regulated in national law. Thereafter, an analysis is made of how a company's 'seat' can be transferred from one EU Member State to another, and what problems arise in this context.
Download or read book Chapter 11 Cross Border Company Seat Transfers in the EU Conclusion written by Thomas Biermeyer and published by . This book was released on 2016 with total page 45 pages. Available in PDF, EPUB and Kindle. Book excerpt: Chapter 11 provides a conclusion to the book "Stakeholder protection in cross-border company seat transfers in the EU" and gives an overview of the analysis as to whether stakeholders such as shareholders, creditors, employees or the society at large are at risk in such seat transfers and if so, how the stakeholders can be protected. Finally, the conclusion gives policy recommendations.
Download or read book Modernisation of European Company Law written by Antigoni Alexandropoulou and published by Bruylant. This book was released on 2022-12-31 with total page 153 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
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.
Download or read book Response to the European Commission s Action Plan on Company Law and Corporate Governance written by (ECFR) European Company and Financial Law Review and published by . This book was released on 2014 with total page 24 pages. Available in PDF, EPUB and Kindle. Book excerpt: The members of the former Reflection Group on the Future of EU Company Law, which published its report in April 2011, decided to publish their views on the “Action Plan on European Company Law and Corporate Governance” of the European Commission of 12 December 2012 as well as subsequent and related developments. We support the Action Plan and note that it has endorsed many proposals included in the report of the Reflection Group.However, some proposals have not been included, although they might be considered at a later stage (loyalty shares, review of the role of independent directors, the Single Member Company), and we reiterate our support for them. On the issue of cross border transfer of seat, we regret that the Commission is not more ambitious. We also reiterate our support for substantive measures in areas related to cross-border operations of companies, including improving cross border shareholder identification. We also support strong monitoring of whether a company has complied with a corporate governance code or, if it has not, it has provided a good quality explanation therefor, rather than imposing substantive regulation. In general, in the areas where substantive regulation is necessary, we call on the Commission to move carefully.
Download or read book Changes In European Corporate Law An Opportunity For Successful Post Merger Integration written by Manuela Schweizer and published by GRIN Verlag. This book was released on 2010-02-20 with total page 129 pages. Available in PDF, EPUB and Kindle. Book excerpt: Master's Thesis from the year 2009 in the subject Law - Miscellaneous, grade: 1,4, Heilbronn Business School, course: MBA, language: English, abstract: This report aims at analysing the implications of changes in European Corporate Law on cross-border mergers, with particular focus on strategic management's decision on intangible assets of the integration stage. It consists of two parts, (1) an analysis of the implications of changes in European Corporate Law, and (2) an assessment of their impact on post merger integration. Part 1 is about the European Court of Justice's jurisdiction and its implications on German Corporate Law: It explores how European Law is influencing and thereby changing national law. Having analysed the effect of its rulings on - until recently in continental Europe prevailing - seat theory, I carefully analyse the subsequent developments and trends, including reform of the German Limited Liability Company Act (MoMiG), competition of legal forms, opportunities offered by recently introduced supranational legal forms with particular focus on the Societas Europaea, and EU merger directive with its influence on the German Transformation Act. Part 2 not only critically evaluates prevailing merger integration theories, it also reflects on the opportunities the afore-mentioned changes in European Corporate Law offer to successful post merger integration. Hence, I analyse and further develop Jansen's 7c model and educe a strategic plan.
Download or read book Cross border Mergers and Divisions Transfers of Seat written by and published by . This book was released on 2016 with total page 43 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Study analyses whether and to what extent there is a need to legislate with respect to cross-border mergers, cross-border divisions and cross-border transfers of seat (cross-border conversions). Affirming a clear need for such legislation, it is recommended to extend the Cross-Border Mergers Directive into a single Cross-Border Mobility Directive encompassing revised rules on cross-border mergers as well as new rules on cross-border divisions and cross-border transfers of seat for all legal entities within the meaning of Art. 54 TFEU.
Download or read book European Added Value Assessment written by Blanca Ballester and published by . This book was released on 2013 with total page 50 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book Corporate Mobility in Europe and Its Consequences for Estonian Law written by Andres Vutt and published by . This book was released on 2014 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: A paper deals with problems related to the regulatory competition authorized by European Court of Justice rulings. As the foundation of UK Ltd is cheap due to non-existing minimum capital requirement the other Member States have an opportunity to oppose the situation by low foundation costs. Until the cross-border transfer of seat is not regulated on the EU level its seems to be premature for Member States start settling these issues themselves.
Download or read book Cross border Mergers Within the EU written by Harm van den Broek and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This study deals with fiscal aspects of cross-border mergers of companies. In particular it addresses the question whether cross-border mergers within the EU are a feasible option under the existing fiscal legislation of which Merger Directive 2009/133/EC of 19 October 2009 is an important part. The author focuses on the meaning of the Directive's tax provisions and gives an insight in legislative history documents. After an introduction, the various chapters discuss mergers under private international law; regulation and Directive on the European Company (SE); the Tenth Council Directive; cross-border mergers based on treaty freedoms; the Merger Directive; tax arrangements and treaty freedoms; the Netherlands; Germany; proposals and recommendations. The book also examines to what extent taxation as a result of mergers is in line with the freedom of establishment and the free movement of capital. Analysing the dangers of advance taxation, double taxation, double non-taxation, and additional tax claims as a result of a merger, the book deals with the following core elements: the aims of cross-border merger relief schemes; transfer of losses; exit taxation; taxation of dividend; withholding tax; employee participation rights; tax standing of creditors of a transferring company; and taxation of foreign shareholders.
Download or read book The 14th Company Law Directive on Cross border Transfer of the Registered Office and Employees Participation Rights written by Sif Sigpórsdóttir and published by . This book was released on 2013 with total page 82 pages. Available in PDF, EPUB and Kindle. Book excerpt:
