Capital Maintenance in the EU: Is the Second Company Law Directive Really That Restrictive?

2008 ◽  
Vol 9 (3) ◽  
pp. 427-461 ◽  
Author(s):  
Paolo Santella ◽  
Riccardo Turrini
Keyword(s):  
Company Law ◽  
Capital Maintenance ◽  
Second Company Law Directive ◽  
The Eu

Company Law Concentrate

2016 ◽  
Author(s):  
Lee Roach
Keyword(s):  
Corporate Governance ◽  
Small Business ◽  
Gender Diversity ◽  
Case Law ◽  
Company Law ◽  
Business Enterprise ◽  
Fourth Edition ◽  
Capital Maintenance ◽  
Essential Information ◽  
Business Structures

EachConcentraterevision guide is packed with essential information, key cases, revision tips, exam Q&As, and more.Concentratesshow you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks.Company Law Concentratehelps readers to consolidate knowledge in this area of law. This fourth edition includes updated coverage of relevant reforms introduced by the Small Business, Enterprise and Employment Act 2015; updated coverage of gender diversity in the boardroom; and notable case law developments, such asEclairs Group Ltd v JKX Oil & Gas plc[2015], andJetivia SA v Bilta (UK) Ltd[2015]. Chapters examine business structures, promotion, incorporation, and the constitution of the company. The text also looks at directors, members, corporate governance, and capital maintenance issues. Finally it looks at members’ remedies and insolvency.

scholarly journals Pravno uređenje kupnje dionica ciljnog društva zaduživanjem (LBO transakcije)

2018 ◽  
Vol 39 (1) ◽  
pp. 301-331
Author(s):  
Saša Prelič ◽  
Antonija Zubović
Keyword(s):  
Mergers And Acquisitions ◽  
Business Practice ◽  
Regulatory Framework ◽  
Company Law ◽  
Leveraged Buyout ◽  
Italian Law ◽  
European Regulatory ◽  
Second Company Law Directive ◽  
Open Issues

<span>The article analyzes leveraged buyout transactions, pointing out to the open issues in their application. Authors highlight the application of provisions concerning group of companies as well as mergers and acquisitions in LBO transactions. Furthermore, since business practice has shown that LBOs are often used in takeovers, authors analyze the application of LBOs in takeover procedures. In addition, the article analyzes the European regulatory framework for the regulation of LBOs and compares the adopted solutions in Croatian, Slovenian and Italian law. Comparing the solutions of these three legislations, authors conclude that there are significant differences between them. While Croatia and Italy adopted the provisions of Second Company Law Directive, Slovenian legislator significantly tightened the conditions for using LBOs and de facto precluded their application. In conclusion, authors evaluate the consequences of the adopted provisions and looks for appropriate solutions de lege ferenda.</span>

Recent Developments of Corporate Governance in the European Union and their Impact on the German Legal System

2004 ◽  
Vol 5 (10) ◽  
pp. 1275-1294
Author(s):  
Athanasios Kouloridas ◽  
Jens von Lackum
Keyword(s):  
Corporate Governance ◽  
Action Plan ◽  
Company Law ◽  
Public Consultation ◽  
Public Confidence ◽  
The European Union ◽  
Legal Form ◽  
Recent Developments ◽  
Set Up ◽  
The Eu

The collapses of several US-businesses like those of Enron and Worldcom and a number of scandals in the EU – in the recent past that of Parmalat – have strongly affected public confidence in the operation and governance of large entities trading their shares in organized capital markets. The European Commission reacted by issuing the Action Plan on Modernizing Company Law and Enhancing Corporate Governance in the EU on 21 May 2003. The Action Plan contains measures which the Commission wants to implement over the short term (until 2005), medium term (until 2008) and long term (until 2010). The key issues set up in the Action Plan concern corporate governance, capital maintenance, recapitalization as well as decreasing capital, groups of companies, international corporate restructuring and the introduction of a new legal form of incorporation. The fact that the big rating agencies have begun to rate the corporate governance performances of major companies, can well be seen as a further indicator that good corporate governance has an important concern for managers, shareholders and for policy makers. As part of the Action Plan, the Commission has recently launched consultations on board responsibilities and improving financial and corporate governance information, on directors’ remuneration and on the role of (independent) non-executive or supervisory directors. In the light of these recent consultations and the results of the public consultation on the Action Plan, this Article offers an overview and assessment of the corporate governance measures planned at Community level.

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