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Modernization Of European Company Law And Corporate Governance

Author: Gert-Jan Vossestein
Publisher: Kluwer Law International B.V.
ISBN: 9041125922
Size: 37.16 MB
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This new book offers a substantial framework for examining the competence or powers of the EC in the field of company law, and the requirements for the lawful exercise of these powers (the principle of subsidiarity and the observance of Article 43 EC in particular). In order to provide a clear understanding of the practical relevance of this framework, the author tests the provisions of specific EC company law instruments for compatibility with the EC Treaty. Although the substantial body of EC company law that has been built up over the years is covered, the focus is on EC company law instruments which have been adopted in implementation of the 2003 Action Plan. The book includes a survey of the various company law instruments (both pre-and post-Action Plan) which together make up EC company law, and discusses the objectives of EC company law policy. --

European Corporate Law

Author: A. F. M. Dorresteijn
ISBN: 9789041124845
Size: 19.19 MB
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In the past few years, the European Commission and the European Court of Justice have each in their own way contributed to a resurgence of the harmonisation programme in corporate law. The Court s trilogy of its Centros, Uberseering and Inspire Art judgements have marked a fundamental policy switch regarding the right of establishment for companies and other legal entities. And, perhaps most significantly, the Commission is now encouraged to launch a draft Statute for a European Private Company which it is hoped will be a supranational business organisation as was originally envisaged for the SE. However, notwithstanding these developments, at the national level diversity is still the key word for those who try to understand corporate laws within the EU. As in the First Edition (1995) of this well-known book, the authors demonstrate that analysis and comparison of national corporate laws on a number of issues yield highly valuable general principles and observations, not least because business organisations, wherever located, tend to show a fundamentally similar set of legal characteristics. To its original selection of six representative jurisdictions Belgium, France, Germany, The Netherlands, Spain, and the United Kingdom the Second Edition now adds Poland, thus including an Eastern European perspective to supplement those of continental Europe and the common law system of the UK. The book provides in-depth examination of the implications involved in such issues and trends as the following: acknowledgement by other Member States of the legal status of a company formed in accordance with a particular national law; a company s freedom to incorporate in a jurisdiction not its own; competition among the legal forms of different Member States; safeguarding of employee involvement in cross-border transactions, especially mergers; simplified company forms adopted in several jurisdictions; creation of new forms of business organisations and step-up varieties of existing company forms; and developments regarding group law. Noting a powerful trend to modernise company law in order to meet the cross-border needs of the European business community, this revised 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."

Public Companies And The Role Of Shareholders

Author: Sabrina Bruno
Publisher: Kluwer Law International B.V.
ISBN: 9041134239
Size: 65.74 MB
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This is a book that will be warmly welcomed by everyone engaged in the important debate under way on corporate responsibility and governance.

European Merger Control

Author: Catalin Stefan Rusu
Publisher: Kluwer Law International B.V.
ISBN: 9041132597
Size: 12.92 MB
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Twenty years of experience have inevitably brought to light challenges and tensions in the enforcement of the European merger control system. Some of these challenges have been faced, some have been solved and some remain latent. This very valuable study starts from the proposition that the EU has never fully acknowledged those fundamental challenges which relate to the rationale behind merger control in Europe. The author shows how the Commission's focus on adapting the rules of merger control to the economic realities of the future business environment, although designed with a view to facilitating European integration, has compromised attainment of legal certainty, transparency and welfare enhancement. In its detailed evaluation of the 'future market structure prediction process' embedded in European merger control policy, this book approaches two rock-bottom, far-reaching questions: In what ways does merger control promote consumer and societal welfare? Is the Commission able to correctly predict the outcome of any given concentration transaction? These considerations take the reader through a deep and searching analysis that calls into question the very credibility and transparency of the system, leading to alternatives which promise a new clarity of purpose and procedure. The author describes how these recommendations can be integrated into the functioning framework of the European project. Taken fully into account along the way is a wide spectrum of relevant source material, including the following: applicable articles and chapters of the founding and subsequent European Treaties; secondary European legislation concerning competition and merger activity; domestic competition laws; guidelines, notices and action plans; competition law reviews, statements of intentions; draft legislative attempts; speeches on the enactment and purpose of merger control; Member States' views concerning European merger control as expressed during Council negotiations; officially available concentration-related statistics; and a wide-ranging literature review covering both the legal and economic sides of merger control. Throughout, the author substantiates theoretical assertions with case law examples, clearly exposing doctrines arising from such cases as Continental Can, Phillip Morris/Rothmans and the Airtours, Schneider and Tetra Laval trilogy. A unique feature of the analysis draws on the author's personal experience while working for a Brussels competition law firm. This book is a remarkable compound of academic guide to the roots and rationales of the European Merger Control System, practical guide to the day-to-day intricacies of merger control enforcement, and 'raw' guide for decision makers and merger control law enforcers. It will be of immense value in all three contexts.

Introduction To Company Law

Author: Paul Davies
Publisher: OUP Oxford
ISBN: 0191021520
Size: 21.94 MB
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Written by one of the foremost experts in the area, Paul Davies' Introduction to Company Law provides a comprehensive conceptual introduction, giving readers a clear framework with which to navigate the intricacies of company law. The five core features of company law - separate legal personality, limited liability, centralized management, shareholder control, and transferability of shares - are clearly laid out and examined, then these features are used to provide an organisation structure for the conduct of business. It also discusses legal strategies that can be used to deal with arising problems, the regulation of relationships between the parties, and the trade-offs that have been made in British company law to address some of the conflicting issues that have arisen. Fully revised to take into account the Companies Act 2006, and including a new chapter on international law which considers the role of European Community Law, this new edition in the renowned Clarendon Law Series offers a concise and stimulating introduction to company law.

European Company Law

Author: Stefan Grundmann
Publisher: Intersentia Limited
ISBN: 9781780680194
Size: 76.13 MB
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Over the last decade, European company law has been completely re-written. Virtually no EU measure remained unchanged and most of them have undergone fundamental reform. This is astonishing since almost half of these measures only came into existence after the turn of the millennium. In the last five years, 'modern' European company law has been characterized by a strong foundation of accounting law: i.e. the basic information scheme in international models (IFRS); the practicability and reality of cross-border mobility in its different types; and the considerable success (at last) of European company types, namely in the form of the European Company, which has been adopted by many blue chip companies, and, finally, by governance. The latter is also experiencing a remarkable renaissance of shareholders' rights, namely voting right schemes. In times of crisis, this is the equipment with which the challenges have to be met. European Company Law first discusses the EC/EU law, including all instruments through which it is transposed into the national law systems. However, where no EC/EU law exists, a comparative law discussion and the policy aspects - namely law and economics - fill the gaps. The whole organism of (limited liability) company law is thus covered. In addition to organization, accounting, finance, and the closely-related capital market law, this second edition covers the cornerstones of EC/EU corporate tax and insolvency law. This broad scientific perspective of the 'European' in company law remains unique and will be of greatest value for top-level practice and highly-ranked policy discussions. (Series: Ius Communitatis - Vol. 1)

Understanding Chinese Company Law Second Edition

Author: Minkang Gu
Publisher: Hong Kong University Press
ISBN: 9888028626
Size: 12.41 MB
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In China, the thirty-year economic reform reflects the process of moving from planned economy towards market economy. This could be seen From the changes in the 2005 Company Law, which recognizes the owners' property rights and gives more freedoms to them to decide various matters. In this new edition, besides offering a systemic the constitution of companies, the establishment of various companies, role and function of various parties in corporate governance, and corporate financing, Gu Minkang highlights the major changes in the 2005 Company Law, and addresses many new issues such as shareholders' derivative action, American limited liability company, and asset restructuring of listed companies. Another important feature is a comparison between the 1993 Company Law and the 2005 Company Law that will facilitate reading and understanding. This comprehensive and up-to-date presentation of Chinese company law will be of value to all who are involved in business with and in China and their legal advisors, and to students of Chinese company law.

Unlocking Company Law 2nd Edition

Author: Sue McLaughlin
Publisher: Routledge
ISBN: 144417102X
Size: 59.87 MB
Format: PDF, Kindle
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Company law is a vibrant and fast-moving area of the legal system. Unlocking Company Law will ensure that you grasp the main concepts with ease providing you with an essential foundation to company law. The book explains in detailed, yet straightforward, terms: Legal Structures of Business Organisations The Company as a Distinct Legal Person Company Formation and Linked Issues The Constitution of the Company Financing a Company Shareholders, shares and share capital Capital Maintenance and Distributions Governance of the Company Legally Binding the Company Directors' duties Rescuing Troubled Companies and Takeovers Winding up and Dissolution Transparency This second edition is fully up-to-date with the latest developments in the law, including all significant new cases. It also contains new material on rescuing troubled companies and takeovers. The Unlocking the Law series is designed specifically to make the law accessible. Each chapter opens with a list of aims and objectives, contains activities such as quick quizzes and self-test questions, key facts charts to consolidate your knowledge, and diagrams to aid learning. Cases and judgments are prominently displayed, as are primary source quotations. Summaries help check your understanding of each chapter, there is a glossary of legal terminology. The popular website has been improved and updated. It provides free resources such as multiple choice questions, key questions and answers, revision mp3s and cases and materials exercises.

Comparative Company Law

Author: Andreas Cahn
Publisher: Cambridge University Press
ISBN: 1107186358
Size: 76.43 MB
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Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.

The European Company

Publisher: Cambridge University Press
ISBN: 1107320941
Size: 75.96 MB
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The European Company ('SE') is a legal entity offering a European perspective for businesses. Its purpose is to allow businesses that wish to extend their activities beyond their home Member State to operate throughout the EU on the basis of one set of rules and a unified management system. The book explains how to set up and organise a European Company, as well as setting out the text of the EC instruments (a Regulation and a Directive) serving as its legal basis, and a list of national implementing laws. This second volume reports on the countries which have legislated during 2005 and 2006. Divided into two sections, it first offers critical review of the usefulness of, and the opportunities presented by, this new vehicle; analyses the Regulation and the Directive; and examines the tax aspects of the SE. The second part reports on each of the Member States.