For audits of Public-Interest Entities (PIEs), the PIE Regulation introduced important new requirements regarding auditors’ reporting to those charged with governance – more specifically, auditors’ reporting to the audit committee in an additional report. However, for audits of both PIEs and non-PIEs, there are also requirements regarding auditors’ reporting to those charged with governance in the International Standards on Auditing (ISAs). This article starts by answering two important questions: (1) ‘Those charged with governance – who are they?’ and (2) ‘PIEs – which entities are they?’. Next, auditors’ reporting to those charged with governance in non-PIEs and PIEs, respectively, is discussed. The article closes with a discussion on signing of auditors’ reporting to those charged with governance. Auditing Directive, Public-Interest Entities (PIEs), International Standards on Auditing (ISAs), European Model Companies Act (EMCA), Audit Committee
{"title":"Auditors’ Reporting to Those Charged with Governance","authors":"Jesper Seehausen","doi":"10.54648/eucl2020020","DOIUrl":"https://doi.org/10.54648/eucl2020020","url":null,"abstract":"For audits of Public-Interest Entities (PIEs), the PIE Regulation introduced important new requirements regarding auditors’ reporting to those charged with governance – more specifically, auditors’ reporting to the audit committee in an additional report. However, for audits of both PIEs and non-PIEs, there are also requirements regarding auditors’ reporting to those charged with governance in the International Standards on Auditing (ISAs). This article starts by answering two important questions: (1) ‘Those charged with governance – who are they?’ and (2) ‘PIEs – which entities are they?’. Next, auditors’ reporting to those charged with governance in non-PIEs and PIEs, respectively, is discussed. The article closes with a discussion on signing of auditors’ reporting to those charged with governance.\u0000Auditing Directive, Public-Interest Entities (PIEs), International Standards on Auditing (ISAs), European Model Companies Act (EMCA), Audit Committee","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2020-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43655582","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 Alternative investment Fund Managers Directive 2011 is a first pan-European regulation of alternative investment fund industry. It establishes the set of duties for the managers that manage hedge funds and private equity funds. Adopted as a response to the 2007/8 financial crisis, its effectiveness can be questioned after almost ten years of evolving financial markets. This article thus will analyse whether the Alternative Investment Fund Managers Directive (AIFMD) still represents an effective regulatory tool from the three viewpoints: (1) prevention of future financial crises and protection of investors; (2) establishment and maintaining of single European market for financial services; and (3) accommodating for the needs of financial industry post-Brexit. Alternative investment Fund Managers Directive
{"title":"The Alternative Investment Fund Managers Directive: Ten Years After","authors":"Mariia Domina Repiquet","doi":"10.54648/eucl2020017","DOIUrl":"https://doi.org/10.54648/eucl2020017","url":null,"abstract":"The Alternative investment Fund Managers Directive 2011 is a first pan-European regulation of alternative investment fund industry. It establishes the set of duties for the managers that manage hedge funds and private equity funds. Adopted as a response to the 2007/8 financial crisis, its effectiveness can be questioned after almost ten years of evolving financial markets. This article thus will analyse whether the Alternative Investment Fund Managers Directive (AIFMD) still represents an effective regulatory tool from the three viewpoints: (1) prevention of future financial crises and protection of investors; (2) establishment and maintaining of single European market for financial services; and (3) accommodating for the needs of financial industry post-Brexit.\u0000Alternative investment Fund Managers Directive","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2020-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43793451","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 series is devoted to the analysis of European Economic Law. The series’ scope covers a broad range of topics within economics law including, but not limited to, the relationship between EU law and WTO law; free movement under EU law and its impact on fundamental rights; antitrust law; trade law; unfair competition law; financial market law; consumer law; food law; and health law. These subjects are approached both from doctrinal and interdisciplinary perspectives. The series accepts monographs focusing on a specific topic, as well as edited collections of articles covering a specific theme or collections of articles. All contributions are subject to rigorous double-blind peer-review. We aim to make a first decision within 1 month of submission. In case of a positive first decision, authors/editors will be invited to submit a manuscript which will undergo a double blind peer review process. The final decision on publication will depend upon th e result of the anonymous peer review of the complete manuscript. We aim to have the complete work peer-reviewed within 3 months of the submission of the manuscript. Proposals should include: • A short synopsis of the work or the introduction chapter • The proposed Table of
{"title":"Book Review Cross-Border Mergers: EU Perspectives and National Experiences, Thomas Papadopoulos (Ed.), Springer, 2019. ISBN: 978-3-030-22752-4, Series Title: Studies in European Economic Law and Regulation Series","authors":"Marios Koutsias","doi":"10.54648/eucl2020010","DOIUrl":"https://doi.org/10.54648/eucl2020010","url":null,"abstract":"This series is devoted to the analysis of European Economic Law. The series’ scope covers a broad range of topics within economics law including, but not limited to, the relationship between EU law and WTO law; free movement under EU law and its impact on fundamental rights; antitrust law; trade law; unfair competition law; financial market law; consumer law; food law; and health law. These subjects are approached both from doctrinal and interdisciplinary perspectives. The series accepts monographs focusing on a specific topic, as well as edited collections of articles covering a specific theme or collections of articles. All contributions are subject to rigorous double-blind peer-review. We aim to make a first decision within 1 month of submission. In case of a positive first decision, authors/editors will be invited to submit a manuscript which will undergo a double blind peer review process. The final decision on publication will depend upon th e result of the anonymous peer review of the complete manuscript. We aim to have the complete work peer-reviewed within 3 months of the submission of the manuscript. Proposals should include: • A short synopsis of the work or the introduction chapter • The proposed Table of","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2020-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41247101","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}
Artificial Intelligence (hereafter: AI) is transforming our everyday life in many important respects. The corporate realm is no exception. Many corporations cannot avoid facing the variety of issues raised by the increasing importance that AI plays within firms. Can an AIbased system be appointed as a board member? Can boards delegate specific tasks to AI-based systems? What are the implications and consequences of AI-involvement when designing the corporate structure? How does the choice to resort to, or to depart from the suggestions of an AI-based system expose, eliminate, or alleviate directorial liability? After a general discussion of AI and its projected use in the corporate context, this article aims to address, in a preliminary fashion, these basic questions within the framework of Italian corporate law. Artificial Intelligence, AI, Corporate Governance, Board of Directors, Blockchain, FinTech, RegTech, Business Judgment Rule, Director´s Liability
{"title":"AI and the Board Within Italian Corporate Law: Preliminary Notes","authors":"Gian Domenico Mosco","doi":"10.54648/eucl2020014","DOIUrl":"https://doi.org/10.54648/eucl2020014","url":null,"abstract":"Artificial Intelligence (hereafter: AI) is transforming our everyday life in many important respects. The corporate realm is no exception. Many corporations cannot avoid facing the variety of issues raised by the increasing importance that AI plays within firms. Can an AIbased system be appointed as a board member? Can boards delegate specific tasks to AI-based systems? What are the implications and consequences of AI-involvement when designing the corporate structure? How does the choice to resort to, or to depart from the suggestions of an AI-based system expose, eliminate, or alleviate directorial liability? After a general discussion of AI and its projected use in the corporate context, this article aims to address, in a preliminary fashion, these basic questions within the framework of Italian corporate law.\u0000Artificial Intelligence, AI, Corporate Governance, Board of Directors, Blockchain, FinTech, RegTech, Business Judgment Rule, Director´s Liability","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2020-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48326150","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}
Since Denmark had not had the principle of the business judgment rule finally confirmed within the financial sector confirmed, a judgment from the Danish Supreme Court on this matter was anticipated with great anxiety: whether the principle would be confirmed, and if so, how the further details of the principle would be drawn up. tort law, business judgment rule, financial sector, Danish law
{"title":"How to Try Cases on Board and Management Liability After a Financial Crisis","authors":"Erik Werlauff","doi":"10.54648/eucl2020012","DOIUrl":"https://doi.org/10.54648/eucl2020012","url":null,"abstract":"Since Denmark had not had the principle of the business judgment rule finally confirmed within the financial sector confirmed, a judgment from the Danish Supreme Court on this matter was anticipated with great anxiety: whether the principle would be confirmed, and if so, how the further details of the principle would be drawn up.\u0000tort law, business judgment rule, financial sector, Danish law","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2020-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49534012","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":"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":null,"pages":null},"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":null,"pages":null},"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":null,"pages":null},"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}
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{"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":null,"pages":null},"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":null,"pages":null},"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}
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