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":null,"pages":null},"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":null,"pages":null},"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":null,"pages":null},"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}
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":null,"pages":null},"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}
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":null,"pages":null},"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}
Mandatory disclosure rules applicable to EU companies, such as the basic information every company is required to disclose on a public register and periodical financial information, have traditionally sought to mediate agency problems between managers and shareholders and company insiders and outsiders. However, mandatory disclosure foreseen in EU law has since expanded beyond that, especially in large companies, listed companies or those carrying out certain activities. Some those more recent mandatory disclosure rules – such as the Shareholders Rights Directive and the environmental and social disclosure rules foreseen in the Non-Financial Reporting Directive and the Sustainable Finance Disclosure Regulation – have gone beyond the traditional end of mediating agency problems (or, in the case of listed companies, provide price informativeness) and have, instead, been seeking to use their effects on corporate governance to steer companies towards distinct policy objectives set out by the legislator. By equipping the potential users of that information – shareholders and stakeholders alike – with more information, the legislator seeks to change the behaviour of the disclosing company without being too forceful or imposing.
{"title":"Steering Companies Towards Policy Objectives Through Mandatory Disclosure Rules in EU Law","authors":"António Garcia Rolo","doi":"10.54648/eucl2022006","DOIUrl":"https://doi.org/10.54648/eucl2022006","url":null,"abstract":"Mandatory disclosure rules applicable to EU companies, such as the basic information every company is required to disclose on a public register and periodical financial information, have traditionally sought to mediate agency problems between managers and shareholders and company insiders and outsiders. However, mandatory disclosure foreseen in EU law has since expanded beyond that, especially in large companies, listed companies or those carrying out certain activities. Some those more recent mandatory disclosure rules – such as the Shareholders Rights Directive and the environmental and social disclosure rules foreseen in the Non-Financial Reporting Directive and the Sustainable Finance Disclosure Regulation – have gone beyond the traditional end of mediating agency problems (or, in the case of listed companies, provide price informativeness) and have, instead, been seeking to use their effects on corporate governance to steer companies towards distinct policy objectives set out by the legislator. By equipping the potential users of that information – shareholders and stakeholders alike – with more information, the legislator seeks to change the behaviour of the disclosing company without being too forceful or imposing.","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47940181","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":"Death Sentence For Eu Investment Treaties","authors":"Bouke Boersma","doi":"10.54648/eucl2022005","DOIUrl":"https://doi.org/10.54648/eucl2022005","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42976078","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}
Revolutionary and beneficial as it may be, the ever-increasing platform innovation effectuates regulatory issues that constitute a focal concern of the literature on platform governance. This article discusses, for the first time, the instrumental role of corporate governance in underpinning platform governance. Specifically, a stakeholder perspective provides a catalyst for the chemical combination of platform governance and corporate governance. While the stakeholder theory is not without criticism, the characteristics of online platforms lend extra support to the theory in the platform context. The article identifies several major mechanisms for channelling platform governance through corporate governance, i.e., board representation in an information capacity; independent directors; and stakeholder committees. In contrast, an economic analysis suggests that board representation in a voting capacity is not appropriate for the purpose of platform governance. As an ‘obiter dictum’, this article also challenges a position that corporate governance, which arose from traditional industrial capitalism, may impede platform innovation, which falls within the paradigm of the modern economy. It is demonstrated that corporate governance even in this traditional, shareholder-oriented formation provides an institutional framework that is conducive to entrepreneurship and innovation. Therefore, the new era of the platform economy highlights, rather than negates, the significance of corporate governance. Platform governance, online platform, corporate governance, stakeholder theory, shareholder primacy
{"title":"Hello Platform Governance; But Never Ending Corporate Governance","authors":"Qiang (John) Cai","doi":"10.54648/eucl2022008","DOIUrl":"https://doi.org/10.54648/eucl2022008","url":null,"abstract":"Revolutionary and beneficial as it may be, the ever-increasing platform innovation effectuates regulatory issues that constitute a focal concern of the literature on platform governance. This article discusses, for the first time, the instrumental role of corporate governance in underpinning platform governance. Specifically, a stakeholder perspective provides a catalyst for the chemical combination of platform governance and corporate governance. While the stakeholder theory is not without criticism, the characteristics of online platforms lend extra support to the theory in the platform context. The article identifies several major mechanisms for channelling platform governance through corporate governance, i.e., board representation in an information capacity; independent directors; and stakeholder committees. In contrast, an economic analysis suggests that board representation in a voting capacity is not appropriate for the purpose of platform governance. As an ‘obiter dictum’, this article also challenges a position that corporate governance, which arose from traditional industrial capitalism, may impede platform innovation, which falls within the paradigm of the modern economy. It is demonstrated that corporate governance even in this traditional, shareholder-oriented formation provides an institutional framework that is conducive to entrepreneurship and innovation. Therefore, the new era of the platform economy highlights, rather than negates, the significance of corporate governance.\u0000Platform governance, online platform, corporate governance, stakeholder theory, shareholder primacy","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45056132","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: Company Laws of the EU. A Handbook, Andrea Vicari, Alexander Schall eds, Beck- Nomos-Hart. 2020","authors":"Alessio Bartolacelli","doi":"10.54648/eucl2022009","DOIUrl":"https://doi.org/10.54648/eucl2022009","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46421039","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: Patryk Filipiak & Anna Hrycaj (Ed.), European Insolvency Proceedings: Commentary on Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on Insolvency Proceedings (Recast). European Company Law Series 17. Wolters Kluwer 2021.","authors":"B. Wessels","doi":"10.54648/eucl2022010","DOIUrl":"https://doi.org/10.54648/eucl2022010","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":null,"pages":null},"PeriodicalIF":0.3,"publicationDate":"2022-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44675069","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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