Legal Capital In Europe

Author : Marcus Lutter
Publisher : Walter de Gruyter
Page : 713 pages
File Size : 43,7 Mb
Release : 2011-12-22
Category : Law
ISBN : 9783110926583

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Legal Capital in Europe by Marcus Lutter Pdf

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 Its result was that legal capital was costly and superfluous; hence, the Second Directive should be repealed.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.

Author : Rüdiger Veil
Publisher : Bloomsbury Publishing
Page : 787 pages
File Size : 47,9 Mb
Release : 2022-03-24
Category : Law
ISBN : 9781509942138

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European Capital Markets Law by Rüdiger Veil Pdf

“The richness, clarity and nuances of the structure and methodology followed by the contributors make the book a very valuable tool for students... seeking to obtain a general understanding of the market and how it is regulated.” – Ligia Catherine Arias Barrera, Banking & Finance Law Review The fully updated edition of this user-friendly textbook continues to systematise the European law governing capital markets and examines the underlying concepts from a broadly interdisciplinary perspective. The 3rd edition deals with 3 central developments: the project of the capital markets union; sustainable finance; and the further digitalisation of financial instruments and securities markets. The 1st chapter deals with the foundations of capital markets law in Europe, the 2nd explains the basics, and the 3rd examines the regime on market abuse. Chapter 4 explores the disclosure system and chapter 5 short-selling and high-frequency trading. The role of intermediaries, such as financial analysts, rating agencies, and proxy advisers, is described in chapter 6. Chapter 7 explains compliance and corporate governance in investment firms and chapter 8 illustrates the regulation of benchmarks. Finally, chapter 9 deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts. This is essential reading for students involved in the study of capital markets law and financial law.

Author : Adriaan F.M. Dorresteijn et al.
Publisher : Kluwer Law International B.V.
Page : 377 pages
File Size : 41,6 Mb
Release : 2022-07-26
Category : Law
ISBN : 9789403532240

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European Corporate Law by Adriaan F.M. Dorresteijn et al. Pdf

This fully updated new edition provides an overview of the law regarding companies, business organizations, and capital markets in Europe, at both the European Union (EU) and Member State levels. It introduces the reader to the EU harmonization programme and describes how this has influenced corporate law in the various EU Member States. The authors describe common denominators as well as differences in the approach of national corporate laws. The authors highlight current and emerging trends in these areas of corporate law, including: the freedom of establishment of companies within the EU; the European harmonization process and Member States’ implementation of EU legislation; employee involvement in business organizations; the division of power between the different corporate bodies; the functioning and regulation of company groups; and cross-border business combinations, takeovers and restructuring tools. The laws of France, Germany and the Netherlands in particular are discussed and contrasted. This discussion also includes the United Kingdom, although no longer an EU Member State. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Fourth Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems. It can also be used as a handbook for comparative corporate law courses.

Author : Bayless Manning
Publisher : Unknown
Page : 216 pages
File Size : 49,8 Mb
Release : 1981
Category : Business & Economics
ISBN : UCAL:B4110879

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A Concise Textbook on Legal Capital by Bayless Manning Pdf

Author : Adriaan F.M. Dorresteijn,Christoph Teichmann,Erik Werlauff,Tiago Monteiro,Nadia Pocher
Publisher : Kluwer Law International B.V.
Page : 394 pages
File Size : 51,8 Mb
Release : 2016-04-24
Category : Law
ISBN : 9789041185945

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European Corporate Law by Adriaan F.M. Dorresteijn,Christoph Teichmann,Erik Werlauff,Tiago Monteiro,Nadia Pocher Pdf

This fully updated new edition provides the best-known practical overview of the law regarding companies, business activities, and capital markets in Europe, at both the European Union (EU) and Member State levels. It incorporates analysis of recent developments including the impact of global initiatives in such aspects of the corporate environment as regulation of financial institutions and non-financial reporting obligations with a view to sustainability and other social responsibility concerns. The authors, all leading experts in European corporate law, describe current and emerging trends in such areas of corporate law practice as the following: - rules on cross-border mergers; - employee involvement in business activities; - the initiatives by the Organisation for Economic Co-operation and Development (OECD) and the EU to curb tax avoidance; - Member States’ implementation of EU legislation; - a company’s freedom to incorporate in a jurisdiction not its own; - competition among the legal forms of different Member States; and - safeguarding of employee involvement in cross-border transactions. With respect to national law, the laws of Belgium, France, Germany, the Netherlands, Poland, Spain, and the United Kingdom are taken into account; Italy is now included in this new edition. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Third Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems.

Author : Rüdiger Veil
Publisher : Unknown
Page : 688 pages
File Size : 44,8 Mb
Release : 2022
Category : Capital market
ISBN : 1509942149

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European Capital Markets Law by Rüdiger Veil Pdf

""The richness, clarity and nuances of the structure and methodology followed by the contributors make the book a very valuable tool for students... seeking to obtain a general understanding of the market and how it is regulated." - Ligia Catherine Arias Barrera, Banking & Finance Law Review The fully updated edition of this user-friendly textbook continues to systematise the European law governing capital markets and examines the underlying concepts from a broadly interdisciplinary perspective. The 3rd edition deals with 3 central developments: the project of the capital markets union; sustainable finance; and the further digitalisation of financial instruments and securities markets. The 1st chapter deals with the foundations of capital markets law in Europe, the 2nd explains the basics, and the 3rd examines the regime on market abuse. Chapter 4 explores the disclosure system and chapter 5 short-selling and high-frequency trading. The role of intermediaries, such as financial analysts, rating agencies, and proxy advisers, is described in chapter 6. Chapter 7 explains compliance and corporate governance in investment firms and chapter 8 illustrates the regulation of benchmarks. Finally, chapter 9 deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts. This is essential reading for students involved in the study of capital markets law and financial law."--

Author : Vassilios Tountopoulos,Rüdiger Veil
Publisher : Bloomsbury Publishing
Page : 392 pages
File Size : 54,5 Mb
Release : 2019-12-12
Category : Law
ISBN : 9781509925537

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Transparency of Stock Corporations in Europe by Vassilios Tountopoulos,Rüdiger Veil Pdf

This edited collection explores transparency as a key regulatory strategy in European business law. It examines the rationales, limitations and further perspectives on transparency that have emerged in various areas of European law including corporate law, capital markets law and accounting law, as well as other areas of law relevant for European (listed) stock corporations. This book presents a clear and accurate picture of the recent reforms in the European transparency regime. In doing so it endorses a multi-dimensional notion of transparency, highlighting the need for careful consideration and contextualisation of the transparency phenomenon. In addition, the book considers relevant enforcement mechanisms and discusses the implications of disparate enforcement concepts in European law from both the private and public law perspectives. Written by a team of distinguished contributors, the collection offers a comprehensive analysis of the European transparency regime by discussing the fundamentals of transparency, the role of disclosure in European business law, and related enforcement questions.

Author : Stefan Grundmann,Florian Möslein
Publisher : Intersentia Uitgevers N V
Page : 807 pages
File Size : 47,7 Mb
Release : 2007
Category : Law
ISBN : 9050956416

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European Company Law by Stefan Grundmann,Florian Möslein Pdf

European company law, over the last five years, has developed thoroughly: with accounting now under IAS/IFRS, with prospectus, takeover, market abuse, transparency and cross-border merger directives, with the implementation of the European company and the European cooperative society into national laws and with the ECJ case law (from Centros, Überseering and Golden Shares to Sevic) making cross-border mobility an overall reality. Consequently, European company law is fundamentally new. This book discusses the EC law first, with all the instruments through which it is transposed into the national law systems. However, where no such EC law exists, a comparative law discussion and policy aspects, namely law and economics, fill in the gaps. The whole organism of (limited liability) company law is thus covered. The overall description of European company law includes the organization, accounting, finance and-closely related-capital market law, as well as the cornerstones of EC corporate tax and insolvency law. This broad scientific perspective of the European in company law is new and indeed unique, of great value also in top-level practice. This book has been written for practitioners who want to be sure about the European aspects of company law and corporate finance. It is also suitable for students who want to focus on this area and prepare themselves for it, and has been written to foster scientific discussion. The author is Professor of German and European private and business law at Humboldt University Berlin. He is initiator of the newly founded European Law Institute, which specialises in European legislation, and of the European Law School (Berlin, London and Paris), which trains truly European lawyers in national dogmatics, in EC law, in the three major national law systems and in interdisciplinary approaches. He specialises in European private law and in national contract, company and banking law.

Author : Katharina Pistor
Publisher : Princeton University Press
Page : 315 pages
File Size : 54,5 Mb
Release : 2020-11-03
Category : Business & Economics
ISBN : 9780691208602

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The Code of Capital by Katharina Pistor Pdf

"Capital is the defining feature of modern economies, yet most people have no idea where it actually comes from. What is it, exactly, that transforms mere wealth into an asset that automatically creates more wealth? The Code of Capital explains how capital is created behind closed doors in the offices of private attorneys, and why this little-known fact is one of the biggest reasons for the widening wealth gap between the holders of capital and everybody else. In this revealing book, Katharina Pistor argues that the law selectively "codes" certain assets, endowing them with the capacity to protect and produce private wealth. With the right legal coding, any object, claim, or idea can be turned into capital - and lawyers are the keepers of the code. Pistor describes how they pick and choose among different legal systems and legal devices for the ones that best serve their clients' needs, and how techniques that were first perfected centuries ago to code landholdings as capital are being used today to code stocks, bonds, ideas, and even expectations--assets that exist only in law. A powerful new way of thinking about one of the most pernicious problems of our time, The Code of Capital explores the different ways that debt, complex financial products, and other assets are coded to give financial advantage to their holders. This provocative book paints a troubling portrait of the pervasive global nature of the code, the people who shape it, and the governments that enforce it."--Provided by publisher.

Author : Emilios Avgouleas,Heikki Marjosola
Publisher : Walter de Gruyter GmbH & Co KG
Page : 299 pages
File Size : 40,9 Mb
Release : 2021-12-20
Category : Law
ISBN : 9783110749519

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Digital Finance in Europe: Law, Regulation, and Governance by Emilios Avgouleas,Heikki Marjosola Pdf

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.

Author : Frank Dornseifer
Publisher : sellier. european law publ.
Page : 928 pages
File Size : 48,6 Mb
Release : 2005
Category : Law
ISBN : 9783935808316

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Corporate Business Forms in Europe by Frank Dornseifer Pdf

Entrepreneurs and investors within the European Union can now choose between the various corporate legal forms of various member states when deciding where and how to carry out their business. Corporate Business Forms in Europe is the first compendium including a review and description of the most important types of corporate business forms in the newly enlarged Europe (i.e. public/private limited liability companies and variations thereof). In particular with respect to the proposed directive concerning the transfer of the registered office of a company from one member state to another under perpetuation of its legal capacity, this compendium becomes an indispensable reference book for investors/businessmen, lawyers, and students.

Author : Koen Geens,Klaus J. Hopt
Publisher : Leuven University Press
Page : 377 pages
File Size : 49,8 Mb
Release : 2010
Category : Corporate governance
ISBN : 9789058678058

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The European Company Law Action Plan Revisited by Koen Geens,Klaus J. Hopt Pdf

The harmonization of company law has always been on the agenda of the European Union. Besidesthe protection of third parties affected by business transactions, the founders had two other objectives: first, promoting freedom of establishment, and second, preventing the abuse of such freedom. The European Commission issued its Company Law Action Plan in 2003. In this volume researchers of the Jan Ronse Institute for Company Law of the Katholieke Universiteit Leuven present five chapters on the main priorities of the Action Plan: capital and creditor protection,corporate governance, one share one vote, financial reporting, and corporate mobility. The book also includes responses and ensuing discussions by reputed European company law experts.

Author : Erik M. Vermeulen
Publisher : Kluwer Law International B.V.
Page : 390 pages
File Size : 43,5 Mb
Release : 2003-01-01
Category : Law
ISBN : 9789041120571

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The Evolution of Legal Business Forms in Europe and the United States by Erik M. Vermeulen Pdf

The evolution of partnership forms is stimulated by powerful economic forces that can lead to widespread prosperity and wealth creation for a society. Given the importance of closely held firms in the United States and Europe, The Evolution of Legal Business Forms in Europe and the United States argues that partnership law should trouble itself less with historical and descriptive arguments about the legal rules and structure of the partnership form and focus much more on the new analytical apparatus of the economics of organizational form as well the fundamental economic learning that informs the debates on limited liability, partnership rules regarding management and control, conflict resolution and fiduciary duties. Introducing and extending the best available theories from law and economics, particularly those from the theory of the firm, This book?s analysis demonstrates that the patterns of European partnership law and its recent history are best understood from an economic and comparative law perspective. By examining the economic theories of the firm and the economics of organization choice, The Evolution of Legal Business Forms in Europe and the United States conceives partnership-type business forms as contractual entities. The key feature of the modern partnership form is that partners have significant flexibility and power to limit their liability, transfer all of their rights, and to freely exit the firm. Another key feature of partnership law is the insight that lawmakers should provide the rules and enforcement mechanisms to regulate the important relationships within the partnership. This book applies an efficiency test to determine which sets of default rules are likely to resolve the main problems in partnerships. Having identified partnership law with the economic theory of organization, The Evolution of Legal Business Forms in Europe and the United States then goes to argue that most of partnership law is directed at offering bundles of legal rules for different types of firms. Lawmakers should promote partnership rules that attract investors and can be expected to be efficient if they allow entrepreneurs to freely select the bundle of rules that best match their priorities. In a modern vision of partnership law, lawmakers promote economic welfare through creating non-mandatory rules that allow multiple businesses to switch to a favourable business form without significant costs. Jurisdictions plagued by falling incorporations and low levels of small and medium business activity, should abandon the mandatory and standardized framework and the `lock in? effect that it promotes, and focus on the mechanisms of legal evolution and rules that tend to mimic the market. This innovation work will have ramifications felt across European jurisdictions, and will be debated by a large audience of policymakers and academic lawyers involved in law reform. Moreover, the book will receive serious attention from students of law and economics, as well as practising lawyers involved in resolving complex issues of organizational law. Review (s) ?Vermeulen?s work makes a significant contribution to the dialogue between legal scholars and policy makers from Europe and the United States on the matter of business entity law reform. The volume is ambitious in scope, thoughtful in approach, and accurate in result. It shows a well-read and nuanced view of the recent American partnership law reform debates. He moves with assurance between different systems of law and analysis, and has a confident sense of what his diverse readers need to know to come to the ultimate discussion with a common sense of the issues and alternatives at hand. Vermeulen?s work should serve as a starting point for a robust discussion among scholars and policy makers.?

Author : Dirk van Gerven
Publisher : Cambridge University Press
Page : 333 pages
File Size : 46,5 Mb
Release : 2008
Category : Law
ISBN : 9780521516709

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Common Legal Framework for Takeover Bids in Europe by Dirk van Gerven Pdf

An examination of the general principles applicable to takeover bids in the European Union and the European Economic Area.

Author : Bernhard Umfahrer
Publisher : Unknown
Page : 150 pages
File Size : 46,5 Mb
Release : 2009
Category : Business enterprises
ISBN : 3708305833

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The Reform of European Legal Capital Rules by Bernhard Umfahrer Pdf