Cross-border reincorporations in the European Union: the case for comprehensive harmonisation
| Autor: | Edmund-Philipp Schuster, Mathias M. Siems, Federico Maria Mucciarelli, Carsten Gerner-Beuerle |
|---|---|
| Jazyk: | angličtina |
| Rok vydání: | 2018 |
| Předmět: |
Creditor
Interoperability Cross-border reincorporations Accounting Company law Economic Justice Transfer of registered office Regulatory competition Shareholder 0502 economics and business Corporate law Economics media_common.cataloged_instance 050207 economics European union media_common Law and economics 040101 forestry Freedom of establishment business.industry 05 social sciences 04 agricultural and veterinary sciences Country of origin K Law (General) 0401 agriculture forestry and fisheries business Law |
| Zdroj: | Journal of corporate law studies, 2018, Vol.18(1), pp.1-42 [Peer Reviewed Journal] |
| ISSN: | 1473-5970 |
| Popis: | This paper compares the legal frameworks for corporate reincorporations of all EU Member States, relying on a Study prepared by the authors for the European Commission and accompanied by detailed national reports. It is shown that, despite recent decisions of the Court of Justice that liberalise inbound and outbound reincorporations, several Member States still prohibit these transactions or make them impossible or impractical. Even where reincorporations are available in principle, significant legal uncertainties often exist due to a lack of clear and interoperable rules. This situation may for instance jeopardise the interests of creditors and minority shareholders of the emigrating companies in circumstances where the involved jurisdictions do not provide for an explicit regulation of cross-border reincorporations aimed at protecting these stakeholders. Furthermore, when procedural rules are unclear or lacking, companies might be struck from the relevant register of the country of origin without being entered in the register of any other Member States. We argue that, as a consequence, harmonisation of the reincorporation process is necessary, and that it is desirable to reach a high minimum standard of creditor and minority shareholder protection and define clear rules for the cancellation of companies from the domestic register. |
| Databáze: | OpenAIRE |
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