European Company Law最新文献_第3页

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":" ","pages":""},"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

IF 0.3

European Company Law Pub Date : 2022-08-01 DOI: 10.54648/eucl2022019

A. Smoljaninov, Yochanan Shachmurove

引用次数: 0

Towards More Flexible Czech Corporate Law: Revised Corporations Act 迈向更灵活的捷克公司法:修订公司法

IF 0.3

European Company Law Pub Date : 2022-08-01 DOI: 10.54648/eucl2022018

Jane Lasak

引用次数: 0

Evaluations on the Current Amendments in the Turkish Commercial Code Regarding Bearer Shares Within the Framework of Recommendation 24 of Financial Action Task Force (FATF) 在金融行动特别工作组（FATF）建议24框架内对土耳其《商法典》关于无记名股票的现行修正案的评估

IF 0.3

European Company Law Pub Date : 2022-08-01 DOI: 10.54648/eucl2022017

Ufuk Tekin, İsmail Kirca

{"title":"Evaluations on the Current Amendments in the Turkish Commercial Code Regarding Bearer Shares Within the Framework of Recommendation 24 of Financial Action Task Force (FATF)","authors":"Ufuk Tekin, İsmail Kirca","doi":"10.54648/eucl2022017","DOIUrl":"https://doi.org/10.54648/eucl2022017","url":null,"abstract":"Turkey is one of the Financial Action Task Force (FATF) member countries and has been evaluated from various perspectives in line with its Recommendations. The 24th Recommendation in force as of 2022 is related to transparency and beneficial ownership of legal persons. In this recommendation, it is stated that countries should prevent bearer shares from being used for money laundering and terrorist financing. In the Mutual Evaluation Report (MER) (https://www.fatf gafi.org/media/fatf/documents/reports/mer4/Mutual-Evaluation-Report-Turkey-2019.pdf, page 205 (accessed 20 April 2022)) of 2019, Turkey has been criticized that bearer shares are suitable for use for terrorist financing and money laundering. In order to eliminate these criticisms and to prevent the use of bearer shares for terrorist financing and money laundering, Turkey has made some changes in the Turkish Commercial Code (TCC) with Code No. 7262 on 31 December 2020, to be entered into force as of 1 April 2021. In this article, first of all, the situation before these changes in Turkish law will be explained, and then information will be given about these amendments. Finally, considering the last report of FATF on Turkey dated 2021, the current situation regarding bearer shares will be discussed.\u0000bearer shares, beneficial ownership","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44932360","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

German Electronic Securities Act 德国电子证券法

IF 0.3

European Company Law Pub Date : 2022-06-01 DOI: 10.54648/eucl2022012

S. Omlor, Derwis Dilek

{"title":"German Electronic Securities Act","authors":"S. Omlor, Derwis Dilek","doi":"10.54648/eucl2022012","DOIUrl":"https://doi.org/10.54648/eucl2022012","url":null,"abstract":"On 10 June 2021, the Electronic Securities Act came into force in Germany, with which a great leap towards the modernization and dematerialization of German securities law was made. For the first time in Germany, the issue of securities in electronic form is possible without the need for a tangible securities certificate. With the emergence of two new types of (electronic) securities, new features were added to German (securities) law, which raise substantial questions, for instance, about the legal nature, issuance, and transference of electronic securities. By enabling electronic securities registers, the act also invites new actors into the ecosystem of the German financial market and modifies the role of already existing actors. As these registers can be based on distributed ledger technology (DLT), Germany has opened up to innovative technologies. Germany’s embrace of modern technology brings its securities law to the cutting edge (forefront) of the discipline and may create new opportunities for market participants but also pose new challenges for them as well as the regulator and supervisory authorities. The article addresses some of these issues and provides an overview of the legal framework for electronic securities.\u0000distributed ledger technology, electronic securities, Electronic Securities Act (Germany)","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49186224","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 ECL 2022/3: Developments in Stakeholder Governance: Lessons from the Netherlands 编辑ECL 2022/3：利益相关者治理的发展：荷兰的经验教训

IF 0.3

European Company Law Pub Date : 2022-06-01 DOI: 10.54648/eucl2022011

Bastiaan Kemp

引用次数: 0

Brexit and Systemic Risks: Should We Worry? 英国脱欧与系统性风险：我们应该担心吗？

IF 0.3

European Company Law Pub Date : 2022-06-01 DOI: 10.54648/eucl2022014

Mariia Domina

引用次数: 0

Could the USA’s SOX In-control Regime Serve as an Example for EU Member States? 美国SOX控制制度能否为欧盟成员国提供借鉴?

IF 0.3

European Company Law Pub Date : 2022-06-01 DOI: 10.54648/eucl2022013

H. Koster, T. Verdoes, M. Lycklama à Nijeholt

引用次数: 0