European Business Organization Law Review最新文献_第2页

The Law of Social Enterprises: Surveying a New Field of Research 社会企业法》：调查一个新的研究领域

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2024-04-24 DOI: 10.1007/s40804-024-00314-9

Holger Fleischer, Matthias Pendl

{"title":"The Law of Social Enterprises: Surveying a New Field of Research","authors":"Holger Fleischer, Matthias Pendl","doi":"10.1007/s40804-024-00314-9","DOIUrl":"https://doi.org/10.1007/s40804-024-00314-9","url":null,"abstract":"Social enterprises are becoming increasingly popular across the globe. They are seen, particularly by younger generations, as an exceptionally promising organizational model. More recently, the idea to tackle social challenges with entrepreneurial means has also been met warmly by policymakers. However, the legal framework for social enterprises remains poorly developed and legal analysis of the subject matter in academia is only slowly gaining momentum. Against this background, this article outlines the multifaceted, real-world phenomenon of social enterprises in business practice and management research, whereby different patterns of thought in Europe on the one hand and in the United States on the other can be identified. It then introduces the (corporate) law of social enterprises, especially the development of new organizational forms, and takes stock of this gradually emerging field of research in Germany, Europe, and the United States. Furthermore, it addresses research perspectives and open questions in the new field of social enterprise law, highlighting, inter alia, that one should distinguish more strongly than before between different models of social enterprises and organizational forms when considering a new legislative creation.","PeriodicalId":45278,"journal":{"name":"European Business Organization Law Review","volume":null,"pages":null},"PeriodicalIF":2.1,"publicationDate":"2024-04-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"140806163","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

The Third Country Regime for Investment Firms 投资公司的第三国制度

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2024-03-11 DOI: 10.1007/s40804-024-00311-y

Marije Louisse, Mirik van Rijn

引用次数: 0

Third Country Relations and the Equivalence Regime: Treatment of Collective Investment Schemes 第三国关系与等效制度：集体投资计划的待遇

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2024-03-06 DOI: 10.1007/s40804-024-00313-w

引用次数: 0

CCPs: EU Equivalence and Regulatory ‘Bazookas’ 中央控制点：欧盟等效性和监管 "火箭筒

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2024-02-28 DOI: 10.1007/s40804-024-00312-x

Bas Zebregs, Victor de Serière

{"title":"CCPs: EU Equivalence and Regulatory ‘Bazookas’","authors":"Bas Zebregs, Victor de Serière","doi":"10.1007/s40804-024-00312-x","DOIUrl":"https://doi.org/10.1007/s40804-024-00312-x","url":null,"abstract":"This paper discusses various aspects of equivalence and (re)location issues in relation to central counterparties (‘CCPs’). We will inevitably focus on the consequences of Brexit for the position of the London-based CCPs and the potential impact thereof on the derivatives clearing landscape in the European Union (‘EU’). We will first describe the regime applicable to CCPs under the 2012 EMIR regime. This is followed by an introduction to EMIR 2.2 and the tiering of third-country CCPs. Subsequently, we will review the ESMA assessment of substantially systemically important clearing services and summarise the EMIR 3.0 proposal and its implications. Subsequently, the potential impact of the imposition of a location policy will be addressed. Finally, we will comment on how the European regime applicable to CCPs aligns with what may be referred to as the ‘international legal order’ providing the regulatory parameters within which cross-border clearing services may be conducted. We contend that imposing additional requirements for Tier 2 CCPs and the implementation of a (partial) location policy could prove to be regulatory ‘bazookas’. Acting in breach of the international order of mutual recognition and deference could well backfire to the detriment of the European clearing industry.","PeriodicalId":45278,"journal":{"name":"European Business Organization Law Review","volume":null,"pages":null},"PeriodicalIF":2.1,"publicationDate":"2024-02-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"140011168","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Third-Country Regime and Equivalence: FinTechs 第三国制度与等效性：金融科技公司

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2024-02-19 DOI: 10.1007/s40804-024-00310-z

{"title":"Third-Country Regime and Equivalence: FinTechs","authors":"","doi":"10.1007/s40804-024-00310-z","DOIUrl":"https://doi.org/10.1007/s40804-024-00310-z","url":null,"abstract":"<h3>Abstract</h3> While equivalence decisions are a well-known feature of EU/EEA financial regulation, EU/EEA regulatory law has not yet introduced FinTech-specific equivalence assessments. This article develops a new policy approach that allows to build on the tied-agent concept and extends it to third-country FinTechs in accordance with equivalence principles. This new regime is built on the premise that, within its scope, third-country FinTechs should only be granted market access to an EU/EEA Member State if the advantages of granting such access are so great that they can compensate for the possible risks of reduced direct access by the competent supervisory authorities in the EU/EEA to third-country FinTechs. This requires a substantial interest in the promotion of the corresponding technical solution of the third-country FinTech in connection with the provision of regulated services in an EU/EEA Member State, provided that the European Commission has adopted an equivalence decision with regard to the FinTech’s home country, the FinTech acts as a tied agent of an EU/EEA-based investment firm or credit institution, and the supervisory authority competent for the supervision of such investment firm or credit institution has entered into a cooperation agreement with the competent supervisory authority of the FinTech’s home country.","PeriodicalId":45278,"journal":{"name":"European Business Organization Law Review","volume":null,"pages":null},"PeriodicalIF":2.1,"publicationDate":"2024-02-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"139910255","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Equivalence and Insurance 等效和保险

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2024-01-29 DOI: 10.1007/s40804-023-00308-z

Arthur van den Hurk

引用次数: 0

Access to the UK Financial Market After the UK Withdrawal from the EU: Disruption, Design, and Diffusion 英国退欧后英国金融市场的准入：中断、设计和扩散

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2024-01-15 DOI: 10.1007/s40804-023-00309-y

Niamh Moloney

引用次数: 0

Third-Country Regime and Equivalence: The Swiss Perspective 第三国制度与等效性：瑞士视角

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2024-01-08 DOI: 10.1007/s40804-023-00307-0

Aline Darbellay

引用次数: 0

A US Perspective on Equivalence 美国视角下的等效性

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2023-12-19 DOI: 10.1007/s40804-023-00305-2

Lissa L. Broome

{"title":"A US Perspective on Equivalence","authors":"Lissa L. Broome","doi":"10.1007/s40804-023-00305-2","DOIUrl":"https://doi.org/10.1007/s40804-023-00305-2","url":null,"abstract":"The EU and the US are more similar than they are different in their approach to equivalence. The world of derivatives is where the equivalence approach is most developed in the US, although in the US, equivalence is referred to as substituted compliance and is found only after a determination that the foreign regulatory regime is comparable to that in the US. US substituted compliance has been developed through the regulatory process, meaning that it is subject to continued development and could change over time at the whim of the regulators who are then in charge. In the case of credit institutions (EU) or commercial/retail banking (US), both the EU and the US largely follow an extra-territorial or territorial approach applying national law to a branch of a foreign entity doing business in the US (the extra-territorial approach) or requiring that a US subsidiary or intermediate holding company be established that is fully subject to US law (the territorial approach). In the provision of investment services, equivalence may theoretically be used to determine whether a third-country firm may offer investment services without a branch throughout the EU. As a practical matter, the only way to access the EU internal market is through a subsidiary established in a Member State (the territorial approach). A few broker-dealer activities may be conducted by foreign firms in the US without registering with the US Securities and Exchange Commission (SEC), but otherwise foreign firms must register with the SEC and become a member of the Financial Industry Regulatory Authority (FINRA) self-regulatory organization to engage in underwriting, private placement, and mergers and acquisitions advisory services.","PeriodicalId":45278,"journal":{"name":"European Business Organization Law Review","volume":null,"pages":null},"PeriodicalIF":2.1,"publicationDate":"2023-12-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"138744423","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Sustainable Directors’ Duties and Reasonable Shareholders 可持续董事责任与合理股东

IF 2.1 4区社会学

European Business Organization Law Review Pub Date : 2023-11-30 DOI: 10.1007/s40804-023-00304-3

Hans Tjio

{"title":"Sustainable Directors’ Duties and Reasonable Shareholders","authors":"Hans Tjio","doi":"10.1007/s40804-023-00304-3","DOIUrl":"https://doi.org/10.1007/s40804-023-00304-3","url":null,"abstract":"This paper will examine the sustainability of directors’ duties from two perspectives, namely that the duties are stable in their own right and that they cover enough ground for them to help achieve sustainable goals. First, we will examine how directors’ duties to act in a company’s best interest operate well when shareholder interests are aligned. These duties, when breached, can be ratified by shareholders given the traditional understanding that they are the company. This may, in turn, have been associated with the growing acceptance of shareholder primacy over the past 40 years, seen most recently in the UK Supreme Court decision in BTI v Sequana (2022). The Supreme Court, however, also discussed the limitations of shareholder ratification, and its interaction with the rules protecting creditors, particularly as regards capital maintenance. Those rules have, however, been weakened, and private law has had to step in to address the abuse those rules were aimed at. Where the substantive content of directors’ duties is concerned, the focus everywhere is on how to make directors take account of external constraints such as environmental, social and governance (ESG) concerns and corporate purposes that may contradict enhancing shareholder value (as well as existing shareholder protection) as an established paradigm of company law. We will also analyse the difficulties in accommodating the interests of other internal constituents, like creditors (some of whom may have been externalised). This paper will build on earlier suggestions that the proper purpose rule has a part to play in balancing the interests of corporate constituents both inter and intra se and even in considering the position of future shareholders. The test of what is in the best interest of the company may not provide enough balance in this regard, as seen perhaps from the recent failed derivative action sought by some shareholders of Shell against its directors, and directors should take account of the interest of the reasonable shareholder in capturing the gist of what ESG should aim at.","PeriodicalId":45278,"journal":{"name":"European Business Organization Law Review","volume":null,"pages":null},"PeriodicalIF":2.1,"publicationDate":"2023-11-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"138528974","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":4,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0