Download or read book The Protection of Creditors of a European Private Company SPE written by Mathias Siems and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Soon we can expect a new type of company: the European Private Company (Societas Privata Europaea - SPE) aimed at small and medium-sized enterprises in the EU. In this article, we analyse how creditors of future SPEs will be protected. In the first part, we identify on a general level how creditors can be protected. Then, we turn to the tools used in the different draft versions of an SPE statute (Commission Draft, EP Draft, Presidency Compromise). As these do not cover all aspects of creditor protection, the next part examines how these gaps ought to be filled. Subsequently, we discuss whether, from a normative perspective, creditor protection in the EU should be further harmonised. Overall, we conclude that what emerges is a mixed picture between various levels of European and national rules. This may not be ideal but it may be the price worth paying in order to reach political agreement on SPE law.
Download or read book Protecting Creditors and Investors Capital Maintenance in the European Private Company written by Johannes Meyer-Myklestad and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The subject of this article is the regulation of capital maintenance in the European Private Company (SPE) proposed in the European Union. The primary reference for the article is the Proposal for a Council Regulation on the Statute for a European Private Company (COM (2008) 396) and its chapter IV on Capital. The article seeks to analyse the capital regime that an SPE will be subject to. The article is organized in three separate parts. Part I introduces its subject and focus in addition to setting up a set of success criteria for the legislation. Part II goes on to handle the different types of capital maintenance provisions, using use-cases and research on the SPE for each category, with an analysis of the SPE provisions' compatibility with their purpose and criteria of success. Finally, Part III goes on to analyze the regulation of capital as a whole, discussing its appropriateness. If adopted, the legislation on a European Private Company will look very different from the initial Commission proposal. This article will also cover the proposed amendments of the European Parliament. Finally it considers various proposed amendments in the Council's Working Party on Company Law, with a particular focus on the negotiations that have taken place during autumn of 2009. In handling particular SPE provisions, separate mention will be made of the Commission's proposal, the European Parliament amendments and the currently negotiated Working Party proposals. The information provided on the negotiations within the Working Party is based on public documents, e-mail and phone correspondence and several interviews conducted during autumn 2009. In order to capture the essence of the SPE's capital regulation and understand how it might play out on a continent with various other company forms, this article will employ use-cases depicting different European countries' capital maintenance legislation. The use-cases will show the corresponding provisions of the SPEs that are employed in given Member States. The chosen use-case company legislations regulate private limited liability companies like the SPE. They represent different legal directions and some of them are among the most widely used company forms in Europe. Additionally, a use-case of the 2nd Council Directive is employed.
Download or read book Creditor Protection in Private Companies written by Thomas Bachner and published by . This book was released on 2009 with total page 353 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book The Law and Economics of Creditor Protection written by Horst Eidenmüller and published by T.M.C. Asser Press. This book was released on 2008 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book presents important contributions to the current debate on creditor protection in European company law. Reform of the European rules on creditor protection in company law is imminent. Academic work on both sides of the Atlantic shows a tendency that traditional mandatory rules should give way to individual solutions which are freely negotiated between creditors and corporate debtors. Recent judgments by the European Court of Justice have spurred regulatory competition between Member States and the incumbent system is being challenged by the Europe-wide introduction of the International Accounting Standards/International Financial Reporting Standards. Last but not least, the European Insolvency Regulation poses the question how company law and insolvency law shall be realigned in the future. Contributors to this book, which is based on the results of a symposium held in Munich in December 2005, include scholars who are currently working on reform projects in various Member States, leading experts in company law, insolvency law, accounting law, and economics. The manifold thoughts presented by these outstanding authors provide the reader with important insights and will not fail to inform and influence the current policy debate. As such, the book is an indispensable tool for all players in the field. Prof. Dr. Horst Eidenmüller is Professor of Private Law, German, European and International Company Law and Director of the Institute for International Law, Ludwig Maximilian University, Munich, Germany.Prof. Dr. Wolfgang Schön is Director of the Max Planck Institute for Intellectual Property, Competition and Tax Law, Department of Accounting and Taxation, in Munich and Honorary Professor at the Ludwig Maximilian University, Munich, Germany.
Download or read book The European Private Company Societas Privata Europaea SPE written by Heribert Hirte and published by Walter de Gruyter. This book was released on 2012-12-19 with total page 520 pages. Available in PDF, EPUB and Kindle. Book excerpt: Mit der Societas Privata Europaea (SPE) wird eine europäische Rechtsform eingeführt, auf die der exportorientierte Mittelstand seit vielen Jahren wartet. Die SPE kann schnell und kostengünstig für die Neugründung einer Auslandsaktivität eingesetzt werden oder durch Formwechsel aus einer nationalen Gesellschaft entstehen. Sie erlaubt außerdem die Bildung eines Netzes von ausländischen Vertriebs- und Servicegesellschaften in einer europaweit einheitlich anerkannten Rechtsform. Rechtsberater und Rechtswissenschaftler müssen für die Betrachtung der rechtlichen Einzelfragen in der SPE eine europäische Perspektive einnehmen. In dem ECFR-Sonderheft beleuchtet daher ein internationales Autorenteam die praktisch wichtigen Grundfragen der neuen Rechtsform aus wissenschaftlich vertiefter Perspektive: Gründung und Registerverfahren, anwendbares Recht, praktische Einsatzmöglichkeiten der SPE, Gläubigerschutz, innere Ordnung, Geschäftsleiterpflichten, Schutz von Minderheitengesellschaftern, Anfechtungsklagen gegen Gesellschafterbeschlüsse, Mitbestimmung der Arbeitnehmer, Steuerrecht. Die Autoren aus Dänemark, Deutschland, England, den Niederlanden, Polen und Spanien sind langjährige Spezialisten auf ihrem Gebiet und sowohl wissenschaftlich als auch praktisch ausgewiesen.
Download or read book Place for Creditor Protection on the Agenda for Modernisation of Company Law in the European Union written by Eilis Ferran and published by . This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The European Commission's Action Plan for Company Law, Modernising Company Law and Enhancing Corporate Governance in the European Union, signals a reorientation of the approach to company law at the European level, away from the protection of those who deal with companies and in favour of concentrating instead on business efficiency and competitiveness. This reorientation undermines the 2nd Company Law Directive, which is rooted in dated notions about company law's functions and assumptions about the need for safeguards against abuse. If the reorientation is genuine, it should provoke a more meaningful engagement with questions about company's law role in creditor protection and the regulatory strategies that can best be employed to discharge it. Yet, despite the new emphasis on business facilitation, the Commission's current approach to reform is to use the 2nd Directive as the benchmark against which to assess the feasibility of an alternative regime that might be introduced on an optional basis for Member States. This approach is liable to create confusion and to lead to muddled policy choices. The failings of the 2nd Directive are certainly relevant to the debate on the extent to which, and how, creditors' interests should be addressed within a flexible company law framework for competitive business but the Directive should not be presented as a touchstone against which the merits of alternative schemes are to be measured. This paper contributes to the debate on the recognition of creditors' interests in modern European company law in the following ways. It reviews important strands in the existing literature on the European legal capital doctrine and adds to the literature by examining the impact of recent trends in accounting, in particular the transition to International Financial Reporting Standards (IFRS), on the operation of the 2nd Directive. It suggests that accounting trends are set to undermine further the (already weak) arguments in favour of retaining the 2nd Directive. Whilst much of this paper questions the wisdom of the way in which the current proposal for an optional alternative to the 2nd Directive has evolved, there is now considerable momentum behind that proposal. The paper therefore concludes by reviewing the substance of the proposal for a solvency-based alternative to the 2nd Directive and comments also on the associated proposal to adopt an EU-wide standard on wrongful trading liability.
Download or read book A Synthetic View of Different Concepts of Creditor Protection Or written by Peter O. Mülbert and published by . This book was released on 2007 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Protection of corporate creditors has become an important topic within the European Union. At EU level, discussion has been sparked by widespread dissatisfaction with some very rigid and cumbersome provisions, and even with the whole concept of the Second Company Law Directive. At EU Member State level, three landmark decisions by the European Court of Justice - Centros, Uberseering, and Inspire Art - opened the way for an all-out competition between the different company forms provided for by national company laws. At both levels, albeit for different reasons, British company law - and in particular the absence of any legal capital in the private limited company - acts as the main driving force putting pressure on the concept of legal capital as enshrined in the Second Directive, which in turn was modeled on German company law notions. The High Level Group of Company Law Experts provided the appropriate starting point for the present discussion by dealing not only with the raising and maintenance of capital, but by also taking up the wrongful trading remedy (s. 214 British Insolvency Act) and the equitable subordination remedy. This present article builds upon this broader approach, seeking to develop a conceptual framework for an efficient creditor protection regime within a purely national setting, i.e., leaving aside the additional problems created by pseudo-foreign companies and the impact of the provisions of the EU Treaty for the free movement of companies on national company laws. Given the rich variety of creditor protection mechanisms within EU Member States, any attempt at developing even a high-level framework has to start by identifying the relevant risks against which creditors need protection and the required extent of such protection. Against this backdrop, any jurisdiction has to make a choice whether to rely mostly on creditor self-help or on mandatory protection rules. In principle, since all mechanisms for creditor self-help are inherently costly and fail to protect involuntary (tort) creditors and weak contractual creditors as effectively as they do strong contractual creditors, there is a case for mandatory protection rules. The article then goes on to review the different well-known mechanisms for mandatory creditor protection. In line with earlier findings and the criticism mostly from English scholars, the case for a German-style legal capital regime turns out to be weak, at best. On the other hand, since shareholders' incentive to act to the detriment of creditors increases with the company becoming financially distressed, it is important to provide for mechanisms that will work to effectively control any opportunistic behavior on the shareholder's part. In this respect, equitable subordination of a shareholder's right as well as the wrongful trading remedy may serve important roles. The article concludes by taking a brief look at the resultant high-level framework for an efficient creditor protection regime.
Download or read book The European Private Company SPE written by D. F. M. M. Zaman and published by . This book was released on 2009 with total page 306 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book focuses on the Proposal for a Council Regulation on the Statute for a European Private Company (Societas Privata Europaea, SPE), as put forward by the European Commission in the summer of 2008. It adds to the comments already made in the legal literature by dealing with key aspects of the SPE Proposal in an extensive way and by including, where relevant, the amendments adopted by the European Parliament in March 2009. The book contributes to the debate on the characteristics of the SPE and how this legal form can best be implemented within the context of national law. The latter is illustrated by including a Dutch perspective of the various issues dealt with. The practical approach of the various topics addressed in the book makes it useful for practitioners as well as academics. The book analyzes: the need for the SPE, the role of private international law, the main issues related to the formation of the SPE and to its shares, the expulsion and withdrawal of shareholders, the provisions concerning the capital of the SPE, the internal organization, the 'voice' rights of shareholders, the duties and liabilities of the SPE's directors , the issue of employee participation, the transfer of the registered office of the SPE, corporate restructuring mechanisms like transformations, mergers, and divisions.
Download or read book Principles of Corporate Finance Law written by Eilis Ferran and published by OUP Oxford. This book was released on 2014-02-20 with total page 531 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate finance theory seeks to understand how incorporated firms address the financial constraints that affect their investment decisions. This is achieved by using varied financial instruments that give holders different claims on the firm's assets. Recent scholarship in this area explores precisely how legal mechanisms affect corporate finance and the development of financial markets. The legal environment is crucially important in explaining the choices that companies make about their capital structure. This book combines company law, capital market regulation and commercial law to give readers a detailed understanding of the legal and regulatory issues relating to corporate financial transactions. Informed by insights from the theoretical and empirical work of financial economists, the book examines, from a legal perspective, key elements of corporate financing structures and capital markets in the UK. The authors' practical experience of transactions and regulatory issues ensures that thorough scholarly inquiry and critical reflection are complemented by an assured understanding of the interface between legal principles and rules as they are documented and in their actual operation.
Download or read book European Company Law written by Nicola de Luca and published by Cambridge University Press. This book was released on 2017-03-16 with total page 531 pages. Available in PDF, EPUB and Kindle. Book excerpt: "As with corporate law itself, however, our principal focus in this book is not on establishing the corporate form per se. Rather, it is on a second, equally important function of corporate law: namely, reducing the ongoing costs of organizing business through the corporate form. Corporate law does this by facilitating coordination between participants in corporate enterprise, and by reducing the scope for value- reducing forms of opportunism among different constituencies"--
Download or read book A Concise Textbook on Legal Capital written by Bayless Manning and published by . This book was released on 1977 with total page 200 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book European Company Law written by Nicola de Luca and published by Cambridge University Press. This book was released on 2021-04-15 with total page 599 pages. Available in PDF, EPUB and Kindle. Book excerpt: This successful textbook remains the only offering for students of European company law, and has been fully updated.
Download or read book Comparative Company Law written by Mathias Siems and published by Bloomsbury Publishing. This book was released on 2018-09-20 with total page 581 pages. Available in PDF, EPUB and Kindle. Book excerpt: As attention moves rapidly towards comparative approaches, the research and teaching of company law has somehow lagged behind. The overall purpose of this book is therefore to fill a gap in the literature by identifying whether conceptual differences between countries exist. Rather than concentrate on whether the institutional structure of the corporation varies across jurisdictions, the objective of this book will be pursued by focusing on specific cases and how different countries might treat each of these cases. The book also has a public policy dimension, because the existence or absence of differences may lead to the question of whether formal harmonisation of company law is necessary. The book covers 12 legal systems from different legal traditions and from different parts of the world (though with a special emphasis on European countries). In alphabetical order, those countries are: Finland, France, Germany, Italy, Japan, Latvia, the Netherlands, Poland, South Africa, Spain, the UK, and the US. All of these jurisdictions are subjected to scrutiny by deploying a comparative case-based study. On the basis of these case solutions, various conclusions are reached, some of which challenge established orthodoxies in the field of comparative company law.
Download or read book Principles of Corporate Finance Law written by Eilís Ferran and published by Oxford University Press. This book was released on 2023-09-27 with total page 705 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate finance theory seeks to understand how incorporated firms address the financial constraints that affect their investment decisions. This is achieved by using varied financial instruments that seek to give holders different claims on the firm's assets. Recent scholarship in this area has highlighted the critical importance of the legal environment in explaining the choices that companies make about their capital structure. This book combines company law, capital markets law, and aspects of commercial and insolvency law to give readers a detailed understanding of the legal and regulatory issues relating to corporate finance. Informed by insights from theoretical and empirical work, the book examines from a legal perspective the key elements of corporate financing structures and capital markets in the UK. The authors' practical experience of transactions and regulatory issues ensures that thorough scholarly inquiry and critical reflection are complemented by an assured understanding of the interface between legal principles and rules as they are documented and in their actual operation. Key developments covered in this third edition include the post-Brexit adaptation of UK company law and capital market regulation, important new cases on parent company liability in tort, creditor-facing duties of directors, issuer and director liability for misleading statements to the market, alternatives to public market financing, and recent changes in the practice of debt finance.
Download or read book Company Law written by Brenda Hannigan and published by Oxford University Press, USA. This book was released on 2016 with total page 855 pages. Available in PDF, EPUB and Kindle. Book excerpt: Employing a practical and contextual approach, this student textbook covers developments in the self-regulation of corporate governance, which is becoming global due to the activities of the OECD and World Bank.
Download or read book The Law of Corporate Finance General Principles and EU Law written by Petri Mäntysaari and published by Springer Science & Business Media. This book was released on 2010-05-03 with total page 594 pages. Available in PDF, EPUB and Kindle. Book excerpt: 1.1 Cash Flow, Risk, Agency, Information, Investments The first volume dealt with the management of: cash flow (and the exchange of goods and services); risk; agency relationships; and information. The firm m- ages these aspects by legal tools and practices in the context of all commercial transactions. The second volume discussed investments. As voluntary contracts belong to the most important legal tools available to the firm, the second volume provided an - troduction to the general legal aspects of generic investment contracts and p- ment obligations. This volume discusses funding transactions, exit, and a particular category of decisions raising existential questions (business acquisitions). Transactions which can be regarded as funding transactions from the perspective of a firm raising the funding can be regarded as investment transactions from the perspective of an - vestor that provides the funding. Although the perspective chosen in this volume is that of a firm raising funding, this volume will simultaneously provide infor- tion about the legal aspects of many investment transactions. 1.2 Funding, Exit, Acquisitions Funding transactions are obviously an important way to manage cash flow. All - vestments will have to be funded in some way or another. The firm’s funding mix will also influence risk in many ways. Funding. The most important way to raise funding is through retained profits and by using existing assets more efficiently. The firm can also borrow money from a bank, or issue debt, equity, or mezzanine securities to a small group of - vestors.
Download or read book Stocks for All People s Capitalism in the Twenty First Century written by Petri Mäntysaari and published by Walter de Gruyter GmbH & Co KG. This book was released on 2021-12-31 with total page 1037 pages. Available in PDF, EPUB and Kindle. Book excerpt: Public stock markets are too small. This book is an effort to rescue public stock markets in the EU and the US. There should be more companies with publicly-traded shares and more direct share ownership. Anchored in a broad historical study of the regulation of stock markets and companies in Europe and the US, the book proposes ways to create a new regulatory regime designed to help firms and facilitate people’s capitalism. Through its comparative and historical study of regulation and legal practices, the book helps to understand the evolution of public stock markets from the nineteenth century to the present day. The book identifies design principles that reflect prior regulation. While continental European company law has produced many enduring design principles, the recent regulation of stock markets in the EU and the US has failed to serve the needs of both firms and retail investors. The book therefore proposes a new set of design principles to serve contemporary societal needs.
