Relationship between Goals of Company Law and Harmonization of Company Law in the EU

2013 ◽  
Author(s):  
Jan Broullk
Keyword(s):  
Company Law ◽  
The Eu

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.

scholarly journals THE ISSUE OF THE ULTRA VIRES PRINCIPLE IN TURKISH COMPANY LAW: HAS IT BEEN ABOLISHED OR JUST HIDDEN?

2020 ◽  
pp. 359-375
Author(s):  
Mustafa Yasan
Keyword(s):  
Legal System ◽  
Company Law ◽  
European Law ◽  
Law System ◽  
Eu Directives ◽  
The Uk ◽  
Human Specific ◽  
The Eu

The Turkish Code of Commerce (TCC) numbered 6102 contains numerous radical regulations as reforms in the Turkish company law. One of these provi­sions is the TCC A.125 which regulates the capacity of commercial companies to have rights and obligations. This article deals with the ultra vires principle which was transferred to the Continental European law system, including the Turkish legislation from the UK law system. The ultra vires principle had previously ex­pired in the continental European legal system (in particular the Swiss Code of Obligations) which has inspired the TCC as a referring codification. As a result of these developments by the TCC A.125, in contrast to the ultra vires principle, commercial companies are allowed to be entitled and liable for all kinds of mat­ters, except those which are human-specific. For this reason, companies’ legal per­sonalities may have the capacity to have rights and obligations in matters other than their fields of operation. In other words, thanks to the TCC A.135, the ultra vires principle has been abandoned. It can be assumed that harmonization be­tween the TCC and the EU directives has been achieved in the sense of abolishing the ultra vires principle. However, when several provisions randomly scattered in the TCC are taken into consideration, it is obviously seen that the legislator still accepts the field of operation issue as a criterion in about 20 articles. This leads to a question about the actual abolishment of the ultra vires principle. To put it brief­ly, the legislator’s choice in the new company law regime shows that the TCC has not abandoned the ultra vires principle completely, but it still retains its validity in a hidden way by only changing its form and scope.

scholarly journals Prest v Petrodel Resources Limited: The Veil Finally Pierced?

2020 ◽  
pp. 15-26
Author(s):  
Mohammad El-Gendi
Keyword(s):  
European Union ◽  
United Kingdom ◽  
Company Law ◽  
The European Union ◽  
The United Kingdom ◽  
Economic Climate ◽  
Piercing The Corporate Veil ◽  
The Veil ◽  
The Uk ◽  
The Eu

With the United Kingdom preparing to exit the European Union, the UK needs to create a clear case for why the UK should be the preferred place of business. Unclear, arbitrary and unprincipled laws and rulings may cause businesses to move to the EU post-Brexit. As such, it is necessary to reassess certain key case and areas of law in order to address their suitability for the new economic climate. The chosen area is company law, specifically piercing the corporate veil, which has someway yet to be ready to demonstrate the best case for UK business.

Changing balances of PIL theories in a Europeanized Private International Law

2018 ◽  
Vol 25 (5) ◽  
pp. 533-550
Author(s):  
Klea Vyshka
Keyword(s):  
Member State ◽  
International Law ◽  
Mutual Recognition ◽  
Case Law ◽  
Company Law ◽  
Private International Law ◽  
The European Union ◽  
International Laws ◽  
Methods Of Application ◽  
The Eu

This article offers a reading of the case law of the Court of Justice of the European Union (CJEU) from a private international law perspective (PIL). The developments that the CJEU thus gave start to in the field of company law, and especially in EU citizenship, invites for a reshaping of the balances between Union law and Member State private international laws, especially in the field of methods of application. This article aims to shed light into the question ‘To what extent has the EU citizenship as a connecting factor in the context of a Europeanized PIL changed the PIL traditional methods of application?’ The host Member State is obliged to recognize the duly created rights in the original Member State, with respect to the mutual recognition principle. The return of the vested rights theory as opposed to the use of the traditional conflict-of-law approach seems on its way.

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