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The book provides students of European company law courses, scholars and practitioners with an overview. Although company law remains mainly regulated at the level of national laws, it has become important to obtain a systematic view of the main directives in the field of company law, the EU Court of Justice’s jurisprudence, the European Model Company Act and the state of implementation of these directives in the member states of the Union. The book therefore contains, in addition to the illustration of the law laid down by EU legislative bodies and the related soft laws, detailed references to the most important domestic legislations and case laws, in order to make them known and usable as much as possible. Moreover, the book allows identifying the most relevant current legislative trends and the main historical reasons for divergences.
This successful textbook remains the only offering for students of European company law, and has been fully updated.
The book provides students of European company law courses, scholars and practitioners with an overview. Although company law remains mainly regulated at the level of national laws, it has become important to obtain a systematic view of the main directives in the field of company law, the EU Court of Justice’s jurisprudence, the European Model Company Act and the state of implementation of these directives in the member states of the Union. The book therefore contains, in addition to the illustration of the law laid down by EU legislative bodies and the related soft laws, detailed references to the most important domestic legislations and case laws, in order to make them known and usable as much as possible. Moreover, the book allows identifying the most relevant current legislative trends and the main historical reasons for divergences.
This publication of the SEEurope Network provides a comprehensive overview of the legislation on the European company (SE – Societas Europaea) and its history and development. It assesses the overall significance and impact of the SE on the business sector and on worker involvement in Europe and provides an outlook for the future of the SE. The publication also makes specific recommendations for policymakers regarding the future revision of the SE legislation specifically as well as European company law and corporate governance generally. Key questions addressed in the book are: How has the SE been implemented in practice? How great has the uptake of the European Company by the business community been? Are there significant differences between countries and sectors? What impact has the European Company had on business practice? Has it improved company mobility and flexibility? What impact has it had on national industrial relations systems and Social Europe? To what extent has it inspired other legislative initiatives by the EU Commission? What will the likely future development of the European Company be?
Global finance is in the middle of a radical transformation fueled by innovative financial technologies. The coronavirus pandemic has accelerated the digitization of retail financial services in Europe. Institutional interest and digital asset markets are also growing blurring the boundaries between the token economy and traditional finance. Blockchain, AI, quantum computing and decentralised finance (DeFI) are setting the stage for a global battle of business models and philosophies. The post-Brexit EU cannot afford to ignore the promise of digital finance. But the Union is struggling to keep pace with global innovation hubs, particularly when it comes to experimenting with new digital forms of capital raising. Calibrating the EU digital finance strategy is a balancing act that requires a deep understanding of the factors driving the transformation, be they legal, cultural, political or economic, as well as their many implications. The same FinTech inventions that use AI, machine learning and big data to facilitate access to credit may also establish invisible barriers that further social, racial and religious exclusion. The way digital finance actors source, use, and record information presents countless consumer protection concerns. The EU’s strategic response has been years in the making and, finally, in September 2020 the Commission released a Digital Finance Package. This special issue collects contributions from leading scholars who scrutinize the challenges digital finance presents for the EU internal market and financial market regulation from multiple public policy perspectives. Author contributions adopt a critical yet constructive and solutions-oriented approach. They aim to provide policy-relevant research and ideas shedding light on the complexities of the digital finance promise. They also offer solid proposals for reform of EU financial services law.
By bringing together elements of a radical new approach to the firm based on a biological metaphor of the ecosystem, this unique book extends the limits of existing theories traditionally used to investigate business networks.
On 8 October 2004, the Council Regulation (EC) No. 2157/2001 on the Statute for the European Company (SE) will enter into force. In order to make the SE a functional instrument for entrepreneurs and investors, as well as to ensure the effective application of European law, it is necessary to pass national implementation measures by then. National legislators have the opportunity as well as the challenge to shape, in some respect, a national model of the SE which would be attractive for investors and would influence their decision as to where the company be located. Thus, the coming into force of the SE-Regulation will also give "the starting shot" for the competition between national legislators with regard to the law of the European Company. The aim of the present book is to provide the first indications in those national regulations specifically concerning the SE. Although no national law has so far been finally adopted, the first legislative steps have already been taken in many Member States and first drafts have been published. These drafts are presented in the book by the national experts. Moreover, the authors from Member States where no official drafts so far exist, express their personal reflections on how the specific regulations of national law would and should look. Given the fact that in October 2004, when the SE-Regulation comes into force, the European Union will be enlarged by 10 new Member States, the reports cover also some of them, i.e. Poland, Hungary and the Czech Republic.
Europe has known very different systems of company laws for a long time. These differences do not only pertain to the board structures of public companies, where single-tier and two-tier structures can be distinguished, they also pertain to the principles of fixed legal capital. Fixed legal capital is not a traditional ingredient of English and Irish company law and had to be incorpo-rated into these legal systems (only) for public limited companies according to the Second European Company Law Directive of 1976. Both jurisdictions have never really embraced these rules. Against this background, the British Accounting Standards Board (ASB) and the Company Law Centre at the British Institute of International and Comparative Law (BIICL) have initiated and supported a study of the benefits of this legal system by a group of experts led by Jonathan Rickford. The report of this group has been published in 2004. Its result was that legal capital was costly and superfluous; hence, the Second Directive should be repealed. The British government has adopted this view and wants the European Commission to act accordingly. Against this background a group of German and European company law experts, academics as well as practitioners, have come together to scrutinise sense and benefits of fixed legal capital and all its specific elements guided by the following questions: What is the relevant legal concept supposed to achieve? What does it achieve in reality? What criticisms are there? Which proposals or alternatives are available? From the outset the group of experts has endeavoured to cooperate with foreign colleagues, which resulted in very fruitful and pleasant exchanges. This volume contains, besides an executive summary of the results, 16 essays on specific aspects of legal capital in Germany covering also neighbouring fields of law (e.g. accounting, insolvency);7 reports on fixed legal capital in other jurisdictions (France, Great Britain, Italy, the Netherlands, Poland, Spain and the U.S.A.) addressing the same questions as the essays on German law. The British initiative disapproves of the Second Directive. The Directive does only deal with public limited companies in Europe, which is reflected in the analysis presented here. It is only concerned with the fixed legal capital of public limited companies, not with capital issues of private companies. The study has arrived at a result that differs completely from that of the Rickford group. It verifies the usefulness of the concept of fixed legal capital and wishes to convince the European Commission of the benefits of the Second Company Law Directive.
No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo 'shareholder value' when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation. Here is a book that boldly says: 'Shareholder primacy' is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a 'market for corporate control' as a theoretical and ideological basis when enacting company law. With rigorous and persuasive research and analysis, this book demonstrates that: European companies should have legal obligations beyond the maximization of profit for shareholders; human and environmental interests may and should be engaged with in the realm of company law; and company law has a crucial role in furthering sustainable development. As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires. This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight - and the innumerable recognitions that support it - this book is a timely and exciting new resource for lawyers and academics in 'both camps' those on the activist side of the issue, and those with company or official policymaking responsibilities.
Soon after the journal European Company Law was launched in 2004, it jumped to prominence as a leading resource not only for European companies and their lawyers but also for enterprises worldwide with business interests in Europe, a role it has held to the present day. This book, appearing 20 years after the first issue of the journal, celebrates this anniversary with contributions from eminent legal experts in the areas of company law, securities law, and corporate governance. Topics range over both the traditional areas of policy and practice and emerging contemporary issues in the field. The contributions – all of them characterized by the concise and practice-oriented approach for which the journal itself is widely appreciated – cover such European company law issues as the following: sustainability; environment, social, and governance matters; loyalty shares; the proposed Listing Act; cross-border mergers; shareholders’ rights and activism; company groups; and digitization. The book also contains an interview with journal founders Steef Bartman and Cees de Groot on the inception and development of the journal and its ongoing relation to European company law in a broader sense. More than a testament to the front-and-centre presence of European Company Law in the development of European company law and corporate governance over the past 20 years, this book carries on the journal’s aim to inform practitioners and be of interest to academics and students in the field. It is a must-have for those who work in the field of European company law either in corporate practice as legal professionals and advisors or as academics.