Benefit legal entities combine the normal logic of profit-making with corporate sustainability. They pursue, in addition to the profit purpose, one or more aims of common benefit to be indicated in the articles of association relating to the corporate activity. An initial question is whether the pursuit of these joint objectives (i.e., profit and social responsibility) is reserved solely to benefit corporations and whether (and to which extent) non-benefit legal entities are excluded from pursuing these dual aims. As regards the notion of common benefit, its specification in the articles of association raises some significant legal issues. Firstly, it affects the assessment of the directors’ duty of care; they are required to balance the interests of the shareholders with those other interests provided for in the by-laws, and consequently such balance has potential implications on directors’ liability. Secondly, stakeholders adversely affected by the entity’s failure to achieve those common benefit aims must be protected, but it is difficult to assess how. Finally, setting out a corporation’s common benefit could trigger, under certain conditions, the exit right of dissenting shareholders following the acquisition or loss of the «benefit status». benefit legal entities, directors’ duties, exit right, legal entities pursuing common benefit purposes
{"title":"Benefit Legal Entities in Italy: An Overview","authors":"M. Speranzin","doi":"10.54648/eucl2022023","DOIUrl":"https://doi.org/10.54648/eucl2022023","url":null,"abstract":"Benefit legal entities combine the normal logic of profit-making with corporate sustainability. They pursue, in addition to the profit purpose, one or more aims of common benefit to be indicated in the articles of association relating to the corporate activity. An initial question is whether the pursuit of these joint objectives (i.e., profit and social responsibility) is reserved solely to benefit corporations and whether (and to which extent) non-benefit legal entities are excluded from pursuing these dual aims. As regards the notion of common benefit, its specification in the articles of association raises some significant legal issues. Firstly, it affects the assessment of the directors’ duty of care; they are required to balance the interests of the shareholders with those other interests provided for in the by-laws, and consequently such balance has potential implications on directors’ liability. Secondly, stakeholders adversely affected by the entity’s failure to achieve those common benefit aims must be protected, but it is difficult to assess how. Finally, setting out a corporation’s common benefit could trigger, under certain conditions, the exit right of dissenting shareholders following the acquisition or loss of the «benefit status».\u0000benefit legal entities, directors’ duties, exit right, legal entities pursuing common benefit purposes","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43860711","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":"Article 25 of the Proposal for a Directive on Corporate Sustainability Due Diligence: Enlightened Shareholder Value or Pluralist Approach?","authors":"Federica Agostini, Michele Corgatelli","doi":"10.54648/eucl2022016","DOIUrl":"https://doi.org/10.54648/eucl2022016","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49555406","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":"Editorial: How the War Changed It All: A Story of One Ukrainian Corporate Law Researcher","authors":"Ivan Romashchenko","doi":"10.54648/eucl2022015","DOIUrl":"https://doi.org/10.54648/eucl2022015","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":"1 1","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"41578787","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":"Book review: D’Alvia D. Mergers, Acquisitions and International Financial Regulation: Analysing Special Purpose Acquisition Companies. Routledge. 2021","authors":"A. Smoljaninov, Yochanan Shachmurove","doi":"10.54648/eucl2022019","DOIUrl":"https://doi.org/10.54648/eucl2022019","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49193315","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}
In 2014, the brand-new Civil Code and the Corporations Act took effect in the Czech Republic and introduced innovations to corporate governance of Czech companies which could be considered revolutionary for Czech corporate law. Six years later, Czech lawmakers decided to reflect practical experience with the new law and adopt the first major amendment to the Corporations Act, which took effect last year. This article outlines the most significant changes provided in the amendment (namely in respect of the one-tier management system in a jointstock company, new regulation of legal persons who are board members, new regulation of shareholders’ right to appoint/remove board members or new regulatory framework for shareholders’ say on fundamental transactions), as well as practical consequences that are associated with the new regulation. corporate governance, general meeting, the one-tier management system, fundamental transactions
{"title":"Towards More Flexible Czech Corporate Law: Revised Corporations Act","authors":"Jane Lasak","doi":"10.54648/eucl2022018","DOIUrl":"https://doi.org/10.54648/eucl2022018","url":null,"abstract":"In 2014, the brand-new Civil Code and the Corporations Act took effect in the Czech Republic and introduced innovations to corporate governance of Czech companies which could be considered revolutionary for Czech corporate law. Six years later, Czech lawmakers decided to reflect practical experience with the new law and adopt the first major amendment to the Corporations Act, which took effect last year. This article outlines the most significant changes provided in the amendment (namely in respect of the one-tier management system in a jointstock company, new regulation of legal persons who are board members, new regulation of shareholders’ right to appoint/remove board members or new regulatory framework for shareholders’ say on fundamental transactions), as well as practical consequences that are associated with the new regulation.\u0000corporate governance, general meeting, the one-tier management system, fundamental transactions","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46180453","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}
Turkey is one of the Financial Action Task Force (FATF) member countries and has been evaluated from various perspectives in line with its Recommendations. The 24th Recommendation in force as of 2022 is related to transparency and beneficial ownership of legal persons. In this recommendation, it is stated that countries should prevent bearer shares from being used for money laundering and terrorist financing. In the Mutual Evaluation Report (MER) (https://www.fatf gafi.org/media/fatf/documents/reports/mer4/Mutual-Evaluation-Report-Turkey-2019.pdf, page 205 (accessed 20 April 2022)) of 2019, Turkey has been criticized that bearer shares are suitable for use for terrorist financing and money laundering. In order to eliminate these criticisms and to prevent the use of bearer shares for terrorist financing and money laundering, Turkey has made some changes in the Turkish Commercial Code (TCC) with Code No. 7262 on 31 December 2020, to be entered into force as of 1 April 2021. In this article, first of all, the situation before these changes in Turkish law will be explained, and then information will be given about these amendments. Finally, considering the last report of FATF on Turkey dated 2021, the current situation regarding bearer shares will be discussed. bearer shares, beneficial ownership
{"title":"Evaluations on the Current Amendments in the Turkish Commercial Code Regarding Bearer Shares Within the Framework of Recommendation 24 of Financial Action Task Force (FATF)","authors":"Ufuk Tekin, İsmail Kirca","doi":"10.54648/eucl2022017","DOIUrl":"https://doi.org/10.54648/eucl2022017","url":null,"abstract":"Turkey is one of the Financial Action Task Force (FATF) member countries and has been evaluated from various perspectives in line with its Recommendations. The 24th Recommendation in force as of 2022 is related to transparency and beneficial ownership of legal persons. In this recommendation, it is stated that countries should prevent bearer shares from being used for money laundering and terrorist financing. In the Mutual Evaluation Report (MER) (https://www.fatf gafi.org/media/fatf/documents/reports/mer4/Mutual-Evaluation-Report-Turkey-2019.pdf, page 205 (accessed 20 April 2022)) of 2019, Turkey has been criticized that bearer shares are suitable for use for terrorist financing and money laundering. In order to eliminate these criticisms and to prevent the use of bearer shares for terrorist financing and money laundering, Turkey has made some changes in the Turkish Commercial Code (TCC) with Code No. 7262 on 31 December 2020, to be entered into force as of 1 April 2021. In this article, first of all, the situation before these changes in Turkish law will be explained, and then information will be given about these amendments. Finally, considering the last report of FATF on Turkey dated 2021, the current situation regarding bearer shares will be discussed.\u0000bearer shares, beneficial ownership","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44932360","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}
On 10 June 2021, the Electronic Securities Act came into force in Germany, with which a great leap towards the modernization and dematerialization of German securities law was made. For the first time in Germany, the issue of securities in electronic form is possible without the need for a tangible securities certificate. With the emergence of two new types of (electronic) securities, new features were added to German (securities) law, which raise substantial questions, for instance, about the legal nature, issuance, and transference of electronic securities. By enabling electronic securities registers, the act also invites new actors into the ecosystem of the German financial market and modifies the role of already existing actors. As these registers can be based on distributed ledger technology (DLT), Germany has opened up to innovative technologies. Germany’s embrace of modern technology brings its securities law to the cutting edge (forefront) of the discipline and may create new opportunities for market participants but also pose new challenges for them as well as the regulator and supervisory authorities. The article addresses some of these issues and provides an overview of the legal framework for electronic securities. distributed ledger technology, electronic securities, Electronic Securities Act (Germany)
{"title":"German Electronic Securities Act","authors":"S. Omlor, Derwis Dilek","doi":"10.54648/eucl2022012","DOIUrl":"https://doi.org/10.54648/eucl2022012","url":null,"abstract":"On 10 June 2021, the Electronic Securities Act came into force in Germany, with which a great leap towards the modernization and dematerialization of German securities law was made. For the first time in Germany, the issue of securities in electronic form is possible without the need for a tangible securities certificate. With the emergence of two new types of (electronic) securities, new features were added to German (securities) law, which raise substantial questions, for instance, about the legal nature, issuance, and transference of electronic securities. By enabling electronic securities registers, the act also invites new actors into the ecosystem of the German financial market and modifies the role of already existing actors. As these registers can be based on distributed ledger technology (DLT), Germany has opened up to innovative technologies. Germany’s embrace of modern technology brings its securities law to the cutting edge (forefront) of the discipline and may create new opportunities for market participants but also pose new challenges for them as well as the regulator and supervisory authorities. The article addresses some of these issues and provides an overview of the legal framework for electronic securities.\u0000distributed ledger technology, electronic securities, Electronic Securities Act (Germany)","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49186224","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":"Editorial ECL 2022/3: Developments in Stakeholder Governance: Lessons from the Netherlands","authors":"Bastiaan Kemp","doi":"10.54648/eucl2022011","DOIUrl":"https://doi.org/10.54648/eucl2022011","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44811575","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}
It’s been two years since the formal exit of the UK from the EU, better known as ‘Brexit’. Given different transition arrangements put in place, it’s safe to say that the global financial markets are just starting to face the full effects of Brexit on their operations. The aim of this article is to analyse whether Brexit may lead to systemic risks in financial markets. Brexit, financial markets
{"title":"Brexit and Systemic Risks: Should We Worry?","authors":"Mariia Domina","doi":"10.54648/eucl2022014","DOIUrl":"https://doi.org/10.54648/eucl2022014","url":null,"abstract":"It’s been two years since the formal exit of the UK from the EU, better known as ‘Brexit’. Given different transition arrangements put in place, it’s safe to say that the global financial markets are just starting to face the full effects of Brexit on their operations. The aim of this article is to analyse whether Brexit may lead to systemic risks in financial markets.\u0000Brexit, financial markets","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42198615","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}
On 12 November 2021, the European Commission (‘EC’) published a consultation document on strengthening the quality of corporate reporting and its enforcement by addressing shortcomings in the underlying ecosystem. The duties of this EC initiative include examining the role that internal controls can play in achieving a high standard of reporting. The present article examines the existing in-control regime in the United States and whether that regime might serve as an example for EU Member States. internal controls, in-control statement, reporting standards, Sarbanes-Oxley Act
{"title":"Could the USA’s SOX In-control Regime Serve as an Example for EU Member States?","authors":"H. Koster, T. Verdoes, M. Lycklama à Nijeholt","doi":"10.54648/eucl2022013","DOIUrl":"https://doi.org/10.54648/eucl2022013","url":null,"abstract":"On 12 November 2021, the European Commission (‘EC’) published a consultation document on strengthening the quality of corporate reporting and its enforcement by addressing shortcomings in the underlying ecosystem. The duties of this EC initiative include examining the role that internal controls can play in achieving a high standard of reporting. The present article examines the existing in-control regime in the United States and whether that regime might serve as an example for EU Member States.\u0000internal controls, in-control statement, reporting standards, Sarbanes-Oxley Act","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2022-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46109870","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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