European Company Law最新文献_第3页

Editorial: Two Ethical Questions for Corporate Lawyers 社论:公司律师的两个道德问题

IF 0.3

European Company Law Pub Date : 2022-12-01 DOI: 10.54648/eucl2022024

S. M. Bartman

引用次数: 0

Corporate Arbitration and Listed Companies: A Nice Couple in Capital Markets? The Case of Italy and a European Perspective 公司仲裁与上市公司:资本市场上的一对好夫妻?意大利案例与欧洲视角

IF 0.3

European Company Law Pub Date : 2022-12-01 DOI: 10.54648/eucl2022026

Valentina Allotti, Federico Raffaele

{"title":"Corporate Arbitration and Listed Companies: A Nice Couple in Capital Markets? The Case of Italy and a European Perspective","authors":"Valentina Allotti, Federico Raffaele","doi":"10.54648/eucl2022026","DOIUrl":"https://doi.org/10.54648/eucl2022026","url":null,"abstract":"Recent amendments to the Italian Law of Civil Procedure (‘ICCP’) have not removed the existing ban on intra-corporate dispute (‘ICD’) arbitration for Italian listed companies. As we believe that ICD arbitration can provide redress to shareholders and improve management accountability, we criticize this approach and develop a ‘model’ for ICD arbitration that brings together (1) the corporate governance perspective, for a proper balance between the flexibility of the adoption of the arbitration clause and the protection of minority shareholders; (2) the capital markets perspective, for the disclosure to the public of relevant information in order to protect investors and build trust; and (3) the arbitration perspective, for the adoption of specific rules (a) to allow the participation of a potential great number of parties to the procedure, (b) to ensure the appointment of qualified and independent arbitrators in a typical multi-party dispute, and (c) to ensure that arbitrators may adopt conservatory and interim measures. Finally, we suggest that it might be beneficial to promote such model also at the EU level, as such benefit would be, at least, two-fold, both in terms of harmonization (or, better, level playing field) of the corporate law enforcement mechanisms and of serving the purposes to which recent EU corporate legislation seems to be leading.\u0000Corporate Arbitration, Listed Companies, Intra-Corporate Disputes","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2022-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49195250","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: The Transformation of Corporate Governance 社论:公司治理的转型

IF 0.3

European Company Law Pub Date : 2022-10-01 DOI: 10.54648/eucl2022020

A.F.M. Dorresteijn

引用次数: 0

The Different Legal Concepts of ‘Seat’ and ‘Registered Office’ in Cyprus Company Law 塞浦路斯公司法中“席位”和“注册办事处”的不同法律概念

IF 0.3

European Company Law Pub Date : 2022-10-01 DOI: 10.54648/eucl2022022

Thomas Papadopoulos

{"title":"The Different Legal Concepts of ‘Seat’ and ‘Registered Office’ in Cyprus Company Law","authors":"Thomas Papadopoulos","doi":"10.54648/eucl2022022","DOIUrl":"https://doi.org/10.54648/eucl2022022","url":null,"abstract":"This article analyses the different legal concepts of ‘seat’ and ‘registered office’ in Cyprus company law. The distinction between the concepts of ‘seat’ and ‘registered office’ in Cyprus company law is very important for the definition of corporate investor in respect of the Republic of Cyprus as a contracting party in several extra-EU Bilateral Investment Treaties (BITs). Although Cyprus is an incorporation theory jurisdiction with the ‘registered office’ as the connecting factor, the legal concept of ‘seat’ is also used in Cyprus company law with a different meaning than ‘registered office’. The Cyprus legislature uses explicitly the legal concept of ‘seat’ in Cyprus Companies Law (Chapter 113-Cap. 113) and is not restricted only to the legal concept of ‘registered office’. The difference between the legal concepts of ‘seat’ and ‘registered office’ in Cyprus company law is underpinned by an analysis of Cyprus Companies Law (Chapter 113-Cap. 113), where the notion of ‘seat’ appears with a different meaning than the notion of ‘registered office’, and by the distinguishing nature of Cyprus law as a mixed legal system, which combines characteristics of both common law and continental civil law. Continental law notions, such as ‘seat’, are compatible with the mixed legal system of Cyprus. This distinction between the concepts of ‘seat’ and ‘registered office’ is also supported by arguments deriving from the implementation of the European Company (Societas Europaea (SE)) Statute in Cyprus. The adoption in Cyprus company law of both legal concepts of ‘registered office’ and ‘seat’ but with different meanings is also compatible with the EU fundamental freedom of establishment (Articles 49–54 Treaty on the Functioning of the European Union (TFEU)).\u0000Bilateral Investment Treaties, Cyprus company law, registered office, seat","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2022-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47012787","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: 1

Corporate Sustainability Due Diligence in Groups of Companies 公司集团的企业可持续发展尽职调查

IF 0.3

European Company Law Pub Date : 2022-10-01 DOI: 10.54648/eucl2022021

Karsten Engsig Sørensen

引用次数: 0

Benefit Legal Entities in Italy: An Overview 意大利福利法人：综述

IF 0.3

European Company Law Pub Date : 2022-10-01 DOI: 10.54648/eucl2022023

M. Speranzin

{"title":"Benefit Legal Entities in Italy: An Overview","authors":"M. Speranzin","doi":"10.54648/eucl2022023","DOIUrl":"https://doi.org/10.54648/eucl2022023","url":null,"abstract":"Benefit legal entities combine the normal logic of profit-making with corporate sustainability. They pursue, in addition to the profit purpose, one or more aims of common benefit to be indicated in the articles of association relating to the corporate activity. An initial question is whether the pursuit of these joint objectives (i.e., profit and social responsibility) is reserved solely to benefit corporations and whether (and to which extent) non-benefit legal entities are excluded from pursuing these dual aims. As regards the notion of common benefit, its specification in the articles of association raises some significant legal issues. Firstly, it affects the assessment of the directors’ duty of care; they are required to balance the interests of the shareholders with those other interests provided for in the by-laws, and consequently such balance has potential implications on directors’ liability. Secondly, stakeholders adversely affected by the entity’s failure to achieve those common benefit aims must be protected, but it is difficult to assess how. Finally, setting out a corporation’s common benefit could trigger, under certain conditions, the exit right of dissenting shareholders following the acquisition or loss of the «benefit status».\u0000benefit legal entities, directors’ duties, exit right, legal entities pursuing common benefit purposes","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2022-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43860711","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

Article 25 of the Proposal for a Directive on Corporate Sustainability Due Diligence: Enlightened Shareholder Value or Pluralist Approach? 《关于企业可持续性尽职调查指令的提案》第25条：启发股东价值还是多元化方法？

IF 0.3

European Company Law Pub Date : 2022-08-01 DOI: 10.54648/eucl2022016

Federica Agostini, Michele Corgatelli

引用次数: 0

Editorial: How the War Changed It All: A Story of One Ukrainian Corporate Law Researcher 社论:战争如何改变了一切:一个乌克兰公司法研究人员的故事

IF 0.3

European Company Law Pub Date : 2022-08-01 DOI: 10.54648/eucl2022015

Ivan Romashchenko

引用次数: 0

Book review: D’Alvia D. Mergers, Acquisitions and International Financial Regulation: Analysing Special Purpose Acquisition Companies. Routledge. 2021 书评:D’alvia D.兼并、收购和国际金融监管:分析特殊目的收购公司。劳特利奇。2021