European Company and Financial Law Review最新文献_第3页

The Crisis Management of Smaller Banks: Perspectives of Reform 小型银行的危机管理：改革视角

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European Company and Financial Law Review Pub Date : 2023-11-30 DOI: 10.2139/ssrn.4602928

Irene Mecatti

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Gerald Spindler (1960–2023) 杰拉尔德-斯平德勒（1960-2023）

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European Company and Financial Law Review Pub Date : 2023-11-30 DOI: 10.1515/ecfr-2023-0030

Christoph Teichmann

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Unauthorized Agent and Company in Formation in French Law 法国法律中的未授权代理人和公司成立

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European Company and Financial Law Review Pub Date : 2023-11-27 DOI: 10.1515/ecfr-2023-0016

Mauricio Troncoso

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Intercreditor Agreement and Contractual Restructuring of LBOs 债权人间协议与杠杆收购的合同重组

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European Company and Financial Law Review Pub Date : 2023-11-27 DOI: 10.1515/ecfr-2023-0020

Mika J. Lehtimäki

{"title":"Intercreditor Agreement and Contractual Restructuring of LBOs","authors":"Mika J. Lehtimäki","doi":"10.1515/ecfr-2023-0020","DOIUrl":"https://doi.org/10.1515/ecfr-2023-0020","url":null,"abstract":"547Leveraged buyout (LBO) transactions are corporate acquisitions financed with multiple layers of debt and equity and form a large subset of the leveraged finance markets. In European LBOs various creditor-categories, the priorities, control and restructuring options are invariably controlled by intercreditor agreements. They set out a basis for a privatised insolvency procedure. Such privatised procedures are often considered both theoretically and practically impossible because of the risk of strategic creditor actions, the incomplete contracting problem, the incentive effects of agency costs and the difficulties of creditor coordination. This article sets out empirical findings how English law governed intercreditor agreements deal with strategic creditor actions and difficulties in creditor coordination, while creating a structured bargaining space for resolution of financial distress. The empirical analysis consists of content analysis of market ICAs and interviews. I argue that contractual solutions for dealing with financial distress in corporate finance are both theoretically and practically possible. ICAs deal with the most important strategic creditor actions and enable effective restructuring to take place contractually. Also, they can operate between sophisticated multi-round players and without necessarily resorting to the statutory procedures.548","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":"21 1","pages":""},"PeriodicalIF":0.6,"publicationDate":"2023-11-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"138543569","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}

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CSRD Sustainability Reporting For Non-listed SMEs: European Regulators Remain Challenged CSRD非上市中小企业可持续发展报告:欧洲监管机构仍面临挑战

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European Company and Financial Law Review Pub Date : 2023-11-27 DOI: 10.1515/ecfr-2023-0019

Sina Allgeier, Robert Feldmann

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Article 29a – Towards a new Strategic Dimension in Supervisory Convergence? 第29a条-迈向监管融合的新战略维度?

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European Company and Financial Law Review Pub Date : 2023-11-27 DOI: 10.1515/ecfr-2023-0022

Niels Skovmand Rasmussen, Nina Dietz Legind

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Moving Past Reliance – The Problem of a Reliance Requirement in Secondary Market Securities Litigation and Solutions from Select Jurisdictions 走向过去的信赖——二级市场证券诉讼中的信赖要求问题及来自特定司法管辖区的解决方案

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European Company and Financial Law Review Pub Date : 2023-11-27 DOI: 10.1515/ecfr-2023-0023

Heidi M. K. Yli-Kankahila

{"title":"Moving Past Reliance – The Problem of a Reliance Requirement in Secondary Market Securities Litigation and Solutions from Select Jurisdictions","authors":"Heidi M. K. Yli-Kankahila","doi":"10.1515/ecfr-2023-0023","DOIUrl":"https://doi.org/10.1515/ecfr-2023-0023","url":null,"abstract":"447Investors’ individual reliance on misstated inside information as an element of causation in securities litigation has provoked criticism. Scholarship has long acknowledged that a reliance requirement is not justified as damage may occur without an investor’s reliance on misstated inside information in the secondary market. This article analyses the reliance requirement in select European jurisdictions (the Netherlands, Germany, Sweden, Norway, Denmark, Finland, and the United Kingdom) and the United States. The article investigates whether a reliance requirement exists in the secondary market litigation regime in said jurisdictions and analyses whether a presumption of reliance exists to fulfil the reliance requirement. The article argues that most of the suggested solutions to resolve the reliance problem are not entirely satisfactory. An often-suggested presumption of reliance, while leavening the investors’ burden of proof, keeps the reliance requirement in place. This article submits that proof of individual investors’ reliance should not be required in secondary market inside information misstatement cases. Discarding the reliance requirement altogether makes any presumptions redundant as well.448","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":"20 1","pages":""},"PeriodicalIF":0.6,"publicationDate":"2023-11-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"138540214","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}

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Online Formation of Companies – Serbian Experience and Way Forward 网上成立公司-塞尔维亚的经验和未来之路

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European Company and Financial Law Review Pub Date : 2023-11-27 DOI: 10.1515/ecfr-2023-0021

Tatjana Jevremović Petrović

{"title":"Online Formation of Companies – Serbian Experience and Way Forward","authors":"Tatjana Jevremović Petrović","doi":"10.1515/ecfr-2023-0021","DOIUrl":"https://doi.org/10.1515/ecfr-2023-0021","url":null,"abstract":"481This paper aims at contributing to the existing debate on online formation of companies. It will analyse the current system of full online formation which is available in the Republic of Serbia since 2018 and put it into European perspective. Even though many challenges were related to the full online registration in general, the Republic of Serbia introduced this procedure relatively easy, even though amending the traditional system of registration on several occasions. The last amendments introduced exclusive online formation of companies which is applicable since mid-May 2023. The most challenging issues in regard to full online registration were to accommodate existing system of preventive administrative and prevailingly formal dual control of formation procedure to be performed fully online. In that regard introduction and use of qualified electronic certificate provided high level of assurance in electronic identification, as one of cornerstones of online registration. Nevertheless, this system remained susceptible to negative effects and needs additional attention. It should be important that, beside efficiency, legal certainty and trust in business registers remain the most prominent features of formation of companies, not only in domestic, but above all in cross-border context.482","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":"126 1","pages":""},"PeriodicalIF":0.6,"publicationDate":"2023-11-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"138540173","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}

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The Taxpayer’s Right to Privacy in Context of the Article 48 of the Polish Act on National Revenue Administration (KAS) 从波兰国家税收管理法(KAS)第48条看纳税人的隐私权

European Company and Financial Law Review Pub Date : 2023-10-23 DOI: 10.4467/22996834flr.23.012.18596

Anna Drywa

{"title":"The Taxpayer’s Right to Privacy in Context of the Article 48 of the Polish Act on National Revenue Administration (KAS)","authors":"Anna Drywa","doi":"10.4467/22996834flr.23.012.18596","DOIUrl":"https://doi.org/10.4467/22996834flr.23.012.18596","url":null,"abstract":"The considerations concern a problem that is rarely raised on the basis of tax issues, namely the taxpayer's right to privacy. They are carried out in the context of one of the legal regulations which has a significant impact on the development of the protection of the privacy of the taxpayer. It should be noted that the changes to tax rules introduced in the last decade clearly indicate that the tax legislator shifts the boundaries of the taxpayer's inviolable privacy sphere. In the first part, an theoretical understanding of the notion of taxpayer's privacy will be considered. The considerations will serve as a starting point for the second part of the discussion, which focuses on the taxpayer’s right to privacy by exploring normative basis for protection of taxpayer’s privacy. The following third part addresses how specific tax rules affect the development of the protected and inviolable sphere of the privacy of a taxpayer. The study carried out leads inter alia to conclusion that the current status of the taxpayer's right to privacy seems questionable and not spotted enough, as the legislator invasions the private sphere of taxpayers using a number of tools to this end. The author therefore argues that the strengthening and updating the taxpayer's right to privacy protection is necessary.","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":"40 2","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2023-10-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135460375","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}

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Challenges of Digital Economy 数字经济的挑战

European Company and Financial Law Review Pub Date : 2023-10-23 DOI: 10.4467/22996834flr.23.013.18597

Mária Sabayová, Karolína Červená

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