{"title":"Company Law in Uncertainty: The Coronavirus and Beyond","authors":"Steven Hijink","doi":"10.54648/eucl2020011","DOIUrl":"https://doi.org/10.54648/eucl2020011","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43362827","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}
Switzerland is one of the few European countries to apply a strict set of complex tax rules to debt financing which may even apply if a debt instrument is issued by a non-Swiss issuer. For corporate and banking lawyers involved in debt financing transactions with a nexus to Switzerland, dealing with Swiss withholding tax rules as well as the corresponding language in the loan documentation and agreements is inevitable. This article focuses on providing an overview to non-tax focused lawyers in order to facilitate the understanding of the Swiss interest withholding tax system applicable to debt financings and to raise awareness of recent changes in practice introducing more relaxed safe harbours. debt financing, Swiss withholding tax reform, tax law
{"title":"Swiss Tax Aspects of Debt Financing: A Guide on Contractual Arrangements Required to Mitigate Swiss Interest Withholding Tax and Their Practical Implications","authors":"Fabian M Sutter, Aron Liechti","doi":"10.54648/eucl2020013","DOIUrl":"https://doi.org/10.54648/eucl2020013","url":null,"abstract":"Switzerland is one of the few European countries to apply a strict set of complex tax rules to debt financing which may even apply if a debt instrument is issued by a non-Swiss issuer. For corporate and banking lawyers involved in debt financing transactions with a nexus to Switzerland, dealing with Swiss withholding tax rules as well as the corresponding language in the loan documentation and agreements is inevitable. This article focuses on providing an overview to non-tax focused lawyers in order to facilitate the understanding of the Swiss interest withholding tax system applicable to debt financings and to raise awareness of recent changes in practice introducing more relaxed safe harbours.\u0000debt financing, Swiss withholding tax reform, tax law","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42036306","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}
{"title":"Actio Pauliana and Divisions (IGI v. Cicenia, C-394/18): Not Everything That Is Done, Is Well Done","authors":"N. de Luca","doi":"10.54648/eucl2020015","DOIUrl":"https://doi.org/10.54648/eucl2020015","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48900610","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}
? Users may download and print one copy of any publication from the public portal for the purpose of private study or research. ? You may not further distribute the material or use it for any profit-making activity or commercial gain ? You may freely distribute the URL identifying the publication in the public portal ? Take down policy If you believe that this document breaches copyright please contact us at vbn@aub.aau.dk providing details, and we will remove access to the work immediately and investigate your claim.
{"title":"The Danish Beneficial Owner Cases: Six EU Rulings with Three Important Consequences for Advising Companies","authors":"Erik Werlauff","doi":"10.54648/eucl2020005","DOIUrl":"https://doi.org/10.54648/eucl2020005","url":null,"abstract":"? Users may download and print one copy of any publication from the public portal for the purpose of private study or research. ? You may not further distribute the material or use it for any profit-making activity or commercial gain ? You may freely distribute the URL identifying the publication in the public portal ? Take down policy If you believe that this document breaches copyright please contact us at vbn@aub.aau.dk providing details, and we will remove access to the work immediately and investigate your claim.","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46233820","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}
Entering into force in 2021, Poland will have a new legal form: the simplified joint stock company (sJSC). The sJSC is especially relevant for start-ups companies. simplified joint stock company (sJSC), Polish corporate law
{"title":"The New Kid on the Block on the European Market for Corporate Legal Forms: A Polish Laboratory for a Modern Close Corporation","authors":"Ariel Mucha, Marcin Mazgaj","doi":"10.54648/eucl2020008","DOIUrl":"https://doi.org/10.54648/eucl2020008","url":null,"abstract":"Entering into force in 2021, Poland will have a new legal form: the simplified joint stock company (sJSC). The sJSC is especially relevant for start-ups companies.\u0000simplified joint stock company (sJSC), Polish corporate law","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49374817","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}
Dutch listed companies make frequent and varied use of oligarchic clauses for the appointment and dismissal of management board members. As a result, shareholders in Dutch listed companies are often not free to nominate and appoint their own candidates for the management board. This contribution analyses the use and trends of these so-called oligarchic clauses by listed companies incorporated under Dutch law. Oligarchic clauses, appointment and dismissal of management board members, listed companies
{"title":"The Limited Power for Shareholders to Appoint and Dismiss Management Board Members in Dutch Listed Companies","authors":"Bastiaan Kemp, S. Renshof","doi":"10.54648/eucl2020007","DOIUrl":"https://doi.org/10.54648/eucl2020007","url":null,"abstract":"Dutch listed companies make frequent and varied use of oligarchic clauses for the appointment and dismissal of management board members. As a result, shareholders in Dutch listed companies are often not free to nominate and appoint their own candidates for the management board. This contribution analyses the use and trends of these so-called oligarchic clauses by listed companies incorporated under Dutch law.\u0000Oligarchic clauses, appointment and dismissal of management board members, listed companies","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45528716","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}
{"title":"CJEU C-603/17 (Bosworth & Hurley V. Arcadia & Others): The Status of Company Officers (or Employees?) in Cross-border Civil Proceedings & Jurisdiction of Courts Under the 2007 ‘Lugano II’ Convention","authors":"Stephan Rammeloo","doi":"10.54648/eucl2020009","DOIUrl":"https://doi.org/10.54648/eucl2020009","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49196423","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}
1. 2019: AN IMPORTANT YEAR FOR COMPANY LAW Looking back at the end of December 2019 I conclude that this year was an important year for European company law. After publication of the EU Company Law Package in April 2018, the Directive on the use of digital tools and processes and the Directive on cross-border operations were adopted in 2019. As stated in other Editorials in this journal, the first proposal with its narrow definition of ‘digitalization’ was not ambitious enough whereas the second proposal could in some respects be characterized as overambitious. That surely does not relate to one missing topic in the Company Law Package, i.e. conflict of law rules, which has been described as ‘a big hole, rendering it incomplete in a very important aspect.’ However, I believe the European Commission made a wise decision not to include these rules in the package. Not only would adoption then have become evenmore difficult and probably impossible, applying ECJ-case law on freedom of establishment uncertainty in practice is nowadaysmostly the result of uncertain national laws and less because of lack of harmonization. Member States are free to determine the connecting factors and should respect each other’s choices. Since it will be more and more difficult to determine where the real seat of an internationally operating company is located, harmonization will probably follow bottom-up over time into the direction of the incorporation theory. After Überseering, e.g. Germany changed to the incorporation theory and Belgium followed in 2019. In any case, in light of the topic – cross border conversions, mergers and divisions all in one directive – and the numerous weaknesses, e.g. the provision on ‘artificial arrangements’, especially the adoption of the proposal for cross-border operations the next year is a big achievement of the European legislator. After – too – many years, the internal market will finally have harmonized and similar rules for the three operations. For Member States 2019 also meant the deadline for implementing the Revised Shareholder Rights Directive and the impact on national laws was in many cases probably bigger than the implementation of the original Directive. Although I have put forward some criticism on the three proposals on several occasions (mainly in Dutch journals), as a European law professor I am happy that after years of lack of ambition from the European Commission in the field of company law, the train is finally running again!
{"title":"European Company Law in 2020: Mobility and Sustainability","authors":"M. A. Verbrugh","doi":"10.54648/eucl2020001","DOIUrl":"https://doi.org/10.54648/eucl2020001","url":null,"abstract":"1. 2019: AN IMPORTANT YEAR FOR COMPANY LAW Looking back at the end of December 2019 I conclude that this year was an important year for European company law. After publication of the EU Company Law Package in April 2018, the Directive on the use of digital tools and processes and the Directive on cross-border operations were adopted in 2019. As stated in other Editorials in this journal, the first proposal with its narrow definition of ‘digitalization’ was not ambitious enough whereas the second proposal could in some respects be characterized as overambitious. That surely does not relate to one missing topic in the Company Law Package, i.e. conflict of law rules, which has been described as ‘a big hole, rendering it incomplete in a very important aspect.’ However, I believe the European Commission made a wise decision not to include these rules in the package. Not only would adoption then have become evenmore difficult and probably impossible, applying ECJ-case law on freedom of establishment uncertainty in practice is nowadaysmostly the result of uncertain national laws and less because of lack of harmonization. Member States are free to determine the connecting factors and should respect each other’s choices. Since it will be more and more difficult to determine where the real seat of an internationally operating company is located, harmonization will probably follow bottom-up over time into the direction of the incorporation theory. After Überseering, e.g. Germany changed to the incorporation theory and Belgium followed in 2019. In any case, in light of the topic – cross border conversions, mergers and divisions all in one directive – and the numerous weaknesses, e.g. the provision on ‘artificial arrangements’, especially the adoption of the proposal for cross-border operations the next year is a big achievement of the European legislator. After – too – many years, the internal market will finally have harmonized and similar rules for the three operations. For Member States 2019 also meant the deadline for implementing the Revised Shareholder Rights Directive and the impact on national laws was in many cases probably bigger than the implementation of the original Directive. Although I have put forward some criticism on the three proposals on several occasions (mainly in Dutch journals), as a European law professor I am happy that after years of lack of ambition from the European Commission in the field of company law, the train is finally running again!","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49240118","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}
The new Belgian Code of Companies and Associations (BCCA) of 23 March 2019 entered into force on 1 May 2019 (See section 8 for the details.). The BCCA is divided in five parts, and further subdivided in different books. The first part, from book 1 to book 3, contains the general provisions that apply to companies, associations and foundations. Part 2 contains provisions specifically applicable to the different types of companies. Part 3 continues with the provisions that apply to associations and foundations. Part 4 deals with the restructuring and the transformation of the legal form and the last Part 5 contains provisions on the European legal forms. Belgian Code of Companies and Associations
{"title":"21st Century Company Law in Belgium","authors":"C. Elst","doi":"10.54648/eucl2020006","DOIUrl":"https://doi.org/10.54648/eucl2020006","url":null,"abstract":"The new Belgian Code of Companies and Associations (BCCA) of 23 March 2019 entered into force on 1 May 2019 (See section 8 for the details.). The BCCA is divided in five parts, and further subdivided in different books. The first part, from book 1 to book 3, contains the general provisions that apply to companies, associations and foundations. Part 2 contains provisions specifically applicable to the different types of companies. Part 3 continues with the provisions that apply to associations and foundations. Part 4 deals with the restructuring and the transformation of the legal form and the last Part 5 contains provisions on the European legal forms.\u0000Belgian Code of Companies and Associations","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48251476","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}
This article provides a general overview of several new types of hybrid entities, blending for-profit and not-for-profit purposes, which have been introduced in the United States, Europe and Latin America with the objective of providing social entrepreneurs with a proper vehicle for the conduct of their mission-driven business activities. Among them, the most famous hybrid form is the benefit corporation, born in Maryland in 2010, currently adopted by thirty-five states of the US (including Delaware) and transplanted in Italy and Colombia. France also developed a new similar legal status, the one of ‘entreprise à mission’. It seems that we are facing the birth of a new uniform hybrid entity model for the social enterprise (SE) movement. The adoption of a uniform model statute, such as the ‘for-benefit’ model, capable of solving the problems arising from the governance structure of a dual-purpose company, can serve the fundamental purpose of offering domestic legislatures a uniform point of reference in implementing domestic regulation of hybrid companies. From the European Union perspective, the introduction of a European SE model statute can provide the necessary legal framework to foster the development of a strong European fourth sector, establishing harmonized conditions for SEs all over the EU and thus facilitating cross-border investment and trading in this sector. benefit corporation, società benefit, sociedades de beneficio e interés colectivo, B Lab, social enterprise, shareholder primacy, dual purpose companies, triple bottom line, hybrid entities, SDGs
{"title":"The Essential Role of Enterprises for an Inclusive and Sustainable Development: Towards a New Uniform Model Law for the Social Enterprise?","authors":"Livia Ventura","doi":"10.54648/eucl2020002","DOIUrl":"https://doi.org/10.54648/eucl2020002","url":null,"abstract":"This article provides a general overview of several new types of hybrid entities, blending for-profit and not-for-profit purposes, which have been introduced in the United States, Europe and Latin America with the objective of providing social entrepreneurs with a proper vehicle for the conduct of their mission-driven business activities. Among them, the most famous hybrid form is the benefit corporation, born in Maryland in 2010, currently adopted by thirty-five states of the US (including Delaware) and transplanted in Italy and Colombia. France also developed a new similar legal status, the one of ‘entreprise à mission’. It seems that we are facing the birth of a new uniform hybrid entity model for the social enterprise (SE) movement. The adoption of a uniform model statute, such as the ‘for-benefit’ model, capable of solving the problems arising from the governance structure of a dual-purpose company, can serve the fundamental purpose of offering domestic legislatures a uniform point of reference in implementing domestic regulation of hybrid companies. From the European Union perspective, the introduction of a European SE model statute can provide the necessary legal framework to foster the development of a strong European fourth sector, establishing harmonized conditions for SEs all over the EU and thus facilitating cross-border investment and trading in this sector.\u0000benefit corporation, società benefit, sociedades de beneficio e interés colectivo, B Lab, social enterprise, shareholder primacy, dual purpose companies, triple bottom line, hybrid entities, SDGs","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42495250","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}
京公网安备 11010802042870号
京ICP备2023020795号-1
扫码关注我们
求助内容：
应助结果提醒方式：