{"title":"Twenty Years Societas Europaea","authors":"Jessica Schmidt","doi":"10.54648/eucl2021014","DOIUrl":"https://doi.org/10.54648/eucl2021014","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49581845","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 agreement regulating the future relations between the EU and the UK entered into force by 1 January 2021. The agreement aims to allow the UK to remain on the fringe of the internal market. The agreement provides for an extensive free movement of goods, however, the free movement it provides to companies is more limited. The article outlines which companies can benefit from the right to make investments (including establishments) and to provide services, and it outlines the protection given to these companies when they perform such activities. It points out where the free movement of companies is most clearly diminished and furthermore, some issues that are likely to attract attention in the years to come. Brexit, EU/UK Trade agreement, right to make investments, right to provide services
{"title":"Free Movement of Companies Under the New Trade and Cooperation Agreement Between the EU and the UK","authors":"Karsten Engsig Sørensen","doi":"10.54648/eucl2021015","DOIUrl":"https://doi.org/10.54648/eucl2021015","url":null,"abstract":"The new agreement regulating the future relations between the EU and the UK entered into force by 1 January 2021. The agreement aims to allow the UK to remain on the fringe of the internal market. The agreement provides for an extensive free movement of goods, however, the free movement it provides to companies is more limited. The article outlines which companies can benefit from the right to make investments (including establishments) and to provide services, and it outlines the protection given to these companies when they perform such activities. It points out where the free movement of companies is most clearly diminished and furthermore, some issues that are likely to attract attention in the years to come.\u0000Brexit, EU/UK Trade agreement, right to make investments, right to provide services","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43772073","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":"Report from Poland: Recent Developments in Polish Law","authors":"Aleksandra Sikorska-Lewandowska","doi":"10.54648/eucl2021017","DOIUrl":"https://doi.org/10.54648/eucl2021017","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46577752","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":"Is This the Real Life? Is This Just Fantasy? Caught in a Landslide, No Escape From Reality","authors":"C. van Dam","doi":"10.54648/eucl2021010","DOIUrl":"https://doi.org/10.54648/eucl2021010","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43301668","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}
A recently enacted Dutch law enables businesses and organizations to avoid bankruptcy through a court-approved restructuring plan. As an implementation of the 2019 European Restructuring Directive, the so-called Dutch Scheme can be used to restructure debts and improve profitability, for example by applying forced debt reduction or debt-for-equity swaps. This new legislation entered into force on 1 January 2021 and is already proving to be an effective tool for business in financial distress. In this article, the authors describe its main characteristics. insolvency proceedings, restructuring plan, WHOA, Dutch Scheme, restructuring expert, debtor-in-possession
{"title":"Rapidly Implemented Amidst COVID Crisis, New Dutch Restructuring Procedure Offers Relief to Businesses and Organizations Struggling with High Debts","authors":"Ruud A.G. De Vaan, Gerrit-Jan De Bock","doi":"10.54648/eucl2021013","DOIUrl":"https://doi.org/10.54648/eucl2021013","url":null,"abstract":"A recently enacted Dutch law enables businesses and organizations to avoid bankruptcy through a court-approved restructuring plan. As an implementation of the 2019 European Restructuring Directive, the so-called Dutch Scheme can be used to restructure debts and improve profitability, for example by applying forced debt reduction or debt-for-equity swaps. This new legislation entered into force on 1 January 2021 and is already proving to be an effective tool for business in financial distress. In this article, the authors describe its main characteristics.\u0000insolvency proceedings, restructuring plan, WHOA, Dutch Scheme, restructuring expert, debtor-in-possession","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47702914","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 29 January 2021, the Court of Appeal of The Hague rendered three judgments in cases brought by Nigerian citizens who had suffered damage as a result of leaks from oil pipelines. The proceedings stand out because they are being conducted in the Netherlands, not only against Shell Nigeria, but also against the former UK and Dutch parent companies of the Shell group, as well as against the current group holding company Royal Dutch Shell Plc. The Court of Appeal, in line with the Vedanta judgment of the UK Supreme Court, makes an extensive analysis of the structure of the Shell group and, based thereon, derives (albeit limited) a duty of care for the parent company Royal Dutch Shell Plc (RDS) vis-à-vis the claimants. corporate social responsibility, international environmental damage, piercing the corporate veil, EEX Regulation (recast), Brussels I-bis Regulation, Rome II Regulation
{"title":"The Shell Nigeria Judgments by the Court of Appeal of the Hague, a Breakthrough in the Field of International Environmental Damage? UK Law and Dutch Law on Parental Liability Compared","authors":"S. M. Bartman, Cornelis De Groot","doi":"10.54648/eucl2021012","DOIUrl":"https://doi.org/10.54648/eucl2021012","url":null,"abstract":"On 29 January 2021, the Court of Appeal of The Hague rendered three judgments in cases brought by Nigerian citizens who had suffered damage as a result of leaks from oil pipelines. The proceedings stand out because they are being conducted in the Netherlands, not only against Shell Nigeria, but also against the former UK and Dutch parent companies of the Shell group, as well as against the current group holding company Royal Dutch Shell Plc. The Court of Appeal, in line with the Vedanta judgment of the UK Supreme Court, makes an extensive analysis of the structure of the Shell group and, based thereon, derives (albeit limited) a duty of care for the parent company Royal Dutch Shell Plc (RDS) vis-à-vis the claimants.\u0000corporate social responsibility, international environmental damage, piercing the corporate veil, EEX Regulation (recast), Brussels I-bis Regulation, Rome II Regulation","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46286518","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}
Recently, a new breed of representative director has featured European and American corporate boards: activist-nominated directors. Activistnominated directors are sponsored by hedge funds in course of an activist campaign targeting a listed corporation in a bid to amplify hedge funds’ direct influence in board deliberations. Constituency directors are deeply rooted in (Continental) European corporate governance and activist-nominated directors may find that the decision-making processes and deliberations of multi-stakeholder (two-tier) boards are markedly different from majority-independent (unitary) boards, commonly featured at British and American firms. This dynamic in the (Continental) European corporate governance may significantly curtail activist directors’ influence in gaining support for their demands that are at odds with the interests of other (board-represented) stakeholder interests at (Continental) European firms. activist-nominated director, constituency director, nominee director, representative director
{"title":"Activist Hedge Funds and Board Representation: A Comparative Analysis of the European and American Fiduciary Duties in the Context of Activist-Nominated Directors","authors":"Ana Taleska","doi":"10.54648/eucl2021011","DOIUrl":"https://doi.org/10.54648/eucl2021011","url":null,"abstract":"Recently, a new breed of representative director has featured European and American corporate boards: activist-nominated directors. Activistnominated directors are sponsored by hedge funds in course of an activist campaign targeting a listed corporation in a bid to amplify hedge funds’ direct influence in board deliberations. Constituency directors are deeply rooted in (Continental) European corporate governance and activist-nominated directors may find that the decision-making processes and deliberations of multi-stakeholder (two-tier) boards are markedly different from majority-independent (unitary) boards, commonly featured at British and American firms. This dynamic in the (Continental) European corporate governance may significantly curtail activist directors’ influence in gaining support for their demands that are at odds with the interests of other (board-represented) stakeholder interests at (Continental) European firms.\u0000activist-nominated director, constituency director, nominee director, representative director","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"49068351","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":"Management and Control","authors":"N. Luca","doi":"10.4324/9781315007427-7","DOIUrl":"https://doi.org/10.4324/9781315007427-7","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42707212","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 1 December 2020, the revised duty to publish an approved prospectus in accordance with the Swiss Financial Services Act (FinSA) and the Swiss Financial Services Ordinance (FinSO) became fully effective. From a practical perspective, the scope of application of the duty to publish a prospectus has been significantly expanded and extended. Another remarkable novelty is the introduced set of explicit exemptions and alleviations from such duty, which are largely in line with the Prospectus Regulation (earlier, the Prospectus Directive) of the European Union. There are not only similarities, however, but also differences. This article analyses and discusses the scope of application, exemptions and alleviations from the duty to publish a prospectus under the new rules and regulations in Switzerland. Using a functional and comparative approach, the article focuses on differences between European and Swiss law in this regard and further examines the new rules and regulations applicable to Swiss public offers for acquisition of securities and admission of securities to trading on a Swiss trading venue in light of European compatibility. duty to publish a prospectus, scope of application, public offer, admission to trading, exemptions, subsequent resale of securities, alleviations, abridgments, simplified disclosure regime, proportionate disclosure regime, omission of information
{"title":"New Rules and Regulations on the Duty to Publish a Prospectus in Switzerland: Scope of Application, Exemptions and Alleviations","authors":"Valentin Jentsch","doi":"10.54648/eucl2021009","DOIUrl":"https://doi.org/10.54648/eucl2021009","url":null,"abstract":"On 1 December 2020, the revised duty to publish an approved prospectus in accordance with the Swiss Financial Services Act (FinSA) and the Swiss Financial Services Ordinance (FinSO) became fully effective. From a practical perspective, the scope of application of the duty to publish a prospectus has been significantly expanded and extended. Another remarkable novelty is the introduced set of explicit exemptions and alleviations from such duty, which are largely in line with the Prospectus Regulation (earlier, the Prospectus Directive) of the European Union. There are not only similarities, however, but also differences.\u0000This article analyses and discusses the scope of application, exemptions and alleviations from the duty to publish a prospectus under the new rules and regulations in Switzerland. Using a functional and comparative approach, the article focuses on differences between European and Swiss law in this regard and further examines the new rules and regulations applicable to Swiss public offers for acquisition of securities and admission of securities to trading on a Swiss trading venue in light of European compatibility.\u0000duty to publish a prospectus, scope of application, public offer, admission to trading, exemptions, subsequent resale of securities, alleviations, abridgments, simplified disclosure regime, proportionate disclosure regime, omission of information","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43596284","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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