European Company Law最新文献

Sustainable Decision Making and Directors Duties 可持续决策和董事职责

European Company Law Pub Date : 2023-10-01 DOI: 10.54648/eucl2023017

Mieke Olaerts

引用次数: 0

Book Review: A. Seretakis: Regulating Hedge Funds in the EU. Wolters Kluwer, 2022. 书评:A. Seretakis:欧盟对冲基金的监管。威科集团，2022年。

European Company Law Pub Date : 2023-10-01 DOI: 10.54648/eucl2023015

Mariia Domina

引用次数: 0

The Development of the Board Observer in Dutch Companies 荷兰公司董事会观察员制度的发展

European Company Law Pub Date : 2023-10-01 DOI: 10.54648/eucl2023016

Wilbert Peters

{"title":"The Development of the Board Observer in Dutch Companies","authors":"Wilbert Peters","doi":"10.54648/eucl2023016","DOIUrl":"https://doi.org/10.54648/eucl2023016","url":null,"abstract":"In this article, the author addresses the development of the board observer in Dutch companies. The board observer is a relatively new phenomenon in the Dutch context (unlike Anglo-Saxon jurisdictions). In recent years, an increase has been noted in the Netherlands in the use of board observers. Basically, the board observer is a person who, as an agent and on behalf of an investor (most of the time), attends and observes board meetings and therefore receives a significant amount of information that is useful for the investor to stay up to date about the financial and operational health of the portfolio company. The author describes the motives to make use of an observer, both from the perspective of the investor and the (board of the) company. Also, the position of a board observer within the corporate governance of the company is discussed, as well as issues of confidentiality. Finally, the author addresses different authorities that can be granted to the board observer. For lawyers and other legal practitioners, it might be useful to advocate for detailed, contractual arrangements, since the board observer has no legal basis in Dutch law. Board observer, corporate governance, Johannesburg Stock Exchange, investors, information rights, confidentiality, authorities, contracts, private equity, venture capital, advisory rights","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":"38 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2023-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135762238","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Corporate Sustainability Reporting and Blockchain 企业可持续发展报告和区块链

European Company Law Pub Date : 2023-10-01 DOI: 10.54648/eucl2023018

Alexandros Seretakis, Félix E. Mezzanotte

{"title":"Corporate Sustainability Reporting and Blockchain","authors":"Alexandros Seretakis, Félix E. Mezzanotte","doi":"10.54648/eucl2023018","DOIUrl":"https://doi.org/10.54648/eucl2023018","url":null,"abstract":"The recently enacted Corporate Sustainability Reporting Directive is a cornerstone of the European Union’s policy to achieve a sustainable economy, environment, and society. Under this Directive, companies are required to disclose a substantial amount of information on the impact of climate change and global warming, including sustainability matters relating to the company’s activity and information on the impact of the company activity on the environment and people. Nevertheless, the practical implementation of these sustainability-related disclosure obligations will encounter significant obstacles, most notably the wide scope of reporting. In particular, the reporting company bears the burden of disclosing material information on impacts, risks and opportunities connected to not only its own operations but also the operations of its direct and indirect business relationships in the upstream and downstream value chain. Such disclosure is expected to involve information produced by different, often distant sources, making information gathering efforts very difficult and endangering the quality of the information disclosed. In this reporting process, the company is even expected to engage with its stakeholders across its value chain. This article offers insights into these challenges and sheds light on the role that Blockchain technology may play in improving data quality and management in businesses that operate global, multilayer supply chains. corporate sustainability reporting, materiality, information disclosure, supply chain management, Blockchain","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":"161 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2023-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135762571","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Editorial: Editorial European Company Law June 2023 社论：编辑欧洲公司法2023年6月

IF 0.3

European Company Law Pub Date : 2023-08-01 DOI: 10.54648/eucl2023014

Bastiaan Kemp

引用次数: 0

ESG Metrics Disclosures for Index-Listed Companies in Paris, New York and Johannesburg 巴黎、纽约和约翰内斯堡指数上市公司ESG指标披露

IF 0.3

European Company Law Pub Date : 2023-08-01 DOI: 10.54648/eucl2023012

N. Kilian

引用次数: 0

The EU Directive on Women on Boards 欧盟关于女性进入董事会的指令

IF 0.3

European Company Law Pub Date : 2023-08-01 DOI: 10.54648/eucl2023013

Eleanore Hickman

引用次数: 0

The Impact of Appraisal Remedies on the Financial Position of the Private Company 评估救济对非上市公司财务状况的影响

IF 0.3

European Company Law Pub Date : 2023-06-01 DOI: 10.54648/eucl2023011

Olivier Roodhooft

{"title":"The Impact of Appraisal Remedies on the Financial Position of the Private Company","authors":"Olivier Roodhooft","doi":"10.54648/eucl2023011","DOIUrl":"https://doi.org/10.54648/eucl2023011","url":null,"abstract":"Appraisal remedies offer a withdrawal right to minority shareholders who are confronted with midstream-changes in a company. This form of minority protection is a hot topic in (European) company law especially since the introduction of appraisal remedies in the Cross Border Mobility Directive.\u0000This article deals with an underexposed risk to this form of minority protection in private companies, namely the impact of the payment of the compensation for the withdrawing shareholder on the financial position of the company. Just as any other distribution, the payment of the compensation could endanger the solvency and liquidity of the company. This is not only relevant for the company creditors but also the remaining shareholders. I will elaborate on this risk and how remedies for creditor protection can temper it.\u0000This article argues that this risk will, however, only seldomly occur as the impact on the financial position of the company will have a deterrent effect on the underlying transaction. The most plausible situations in which this risk will occur are ‘do or die’ transactions and the scenario of irrational behaviour of shareholders. For these scenarios, means of creditor protection are needed.\u0000Appraisal remedies, withdrawal of shareholders, private companies’ minority protection, creditor protection","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2023-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44754962","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

The Concept of Net Assets for the Purposes of the Serious Loss of Capital Framework as Set Forth in the European Capital Maintenance Rules 《欧洲资本维持规则》规定的严重资本损失框架下的净资产概念

IF 0.3

European Company Law Pub Date : 2023-06-01 DOI: 10.54648/eucl2023009

Diogo Pessoa

引用次数: 0

Editorial: CSRD and CSDD: How the Sustainability Regulatory Evolution Impacts on Sustainable and Green Investments 社论：CSRD和CSDD：可持续性监管演变如何影响可持续和绿色投资

IF 0.3

European Company Law Pub Date : 2023-06-01 DOI: 10.54648/eucl2023010

Pierre de Gioia-Carabellese, Letizia Macrì

引用次数: 0