协调关联方交易股东保护法

IF 1.3 Q1 LAW

European Company and Financial Law Review Pub Date : 2022-10-01 DOI:10.1515/ecfr-2022-0034

Tim Florstedt

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引用次数: 0

摘要

摘要701由于股东权利指令（SRD）的改革，关联方交易在欧洲变得非常重要。此前，只有少数成员国建立了管理此类交易的监管制度，但截至2019年改革，详细的程序和披露要求在今天的欧盟是强制性的。该指令第9C条中的规范赋予国家立法者在国家法律中实施新保障措施的实质自由裁量权。本文比较了成员国选择的实施方式，并评估了各国实现的协调程度。它主张采取更加平衡的方法，并加强与会计法的协调。此外，它认为，新的法律制度应被视为《欧洲企业集团法》的重要组成部分。702

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Harmonising Shareholder Protection Laws for Related Party Transactions

Abstract 701 Related party transactions have gained significant importance in Europe as a result of the reformed Shareholders’ Rights Directive (SRD). Previously, only a few Member States had created regulatory regimes governing such transactions, yet as of the reform of 2019, detailed procedural and disclosure requirements are compulsory in the European Union today. The Directive’s specifications in Article 9 c grant national legislators substantial discretion to implement new safeguards into national law. This article compares the implementations chosen by Member States and assesses the degree of harmonisation that countries have achieved. It advocates for a more balanced approach and increased coordination with accounting laws. Furthermore, it argues that the new legal regime should be regarded as a significant part of European Corporate Group Law. 702

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来源期刊

European Company and Financial Law Review LAW-

CiteScore

1.00

自引率

16.70%

发文量

期刊介绍： In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.