For the time being, the International Standards on Auditing (ISAs) and, for Public-Interest Entity (PIE) audit reports, the PIE Regulation constitute the regulatory foundation for audit reports within the EU, together with the national act in each Member State that implements the Auditing Directive and with any other relevant national legislation or regulation. However, further changes to auditors’ external reporting may lie ahead. The purpose of this article is to discuss these possible changes. The article focuses on the UK, where a number of important and possibly ‘game changing’ reports have recently been published – especially following the collapse of Carillion. Admittedly, after Brexit, the UK will of course no longer have a direct influence on EU legislation, including audit legislation. However, there is reason to believe that the UK will remain one of the ‘driving’ countries within auditing and UK hence continue to exert significant influence on audit regulation. Besides a brief description of Carillion and its collapse, the article discusses the Kingman Review and the Brydon Report, which both include interesting considerations on auditors’ external reporting. Only time can tell which changes will actually be implemented, how, when and not forgetting where. Auditing, Auditors, Audit Legislation, Auditing Directive, Public-Interest Entities (PIEs), PIE Regulation, International Standards on Auditing (ISAs), Audit Reports, Key Audit Matters (KAMs), Carillion, Kingman Review, Brydon Report, Company Law, UK Companies Act
{"title":"‘Future Trends in Auditors’ External Reporting: Inspiration from the UK?","authors":"Jesper Seehausen","doi":"10.54648/eucl2021007","DOIUrl":"https://doi.org/10.54648/eucl2021007","url":null,"abstract":"For the time being, the International Standards on Auditing (ISAs) and, for Public-Interest Entity (PIE) audit reports, the PIE Regulation constitute the regulatory foundation for audit reports within the EU, together with the national act in each Member State that implements the Auditing Directive and with any other relevant national legislation or regulation. However, further changes to auditors’ external reporting may lie ahead. The purpose of this article is to discuss these possible changes. The article focuses on the UK, where a number of important and possibly ‘game changing’ reports have recently been published – especially following the collapse of Carillion. Admittedly, after Brexit, the UK will of course no longer have a direct influence on EU legislation, including audit legislation. However, there is reason to believe that the UK will remain one of the ‘driving’ countries within auditing and UK hence continue to exert significant influence on audit regulation. Besides a brief description of Carillion and its collapse, the article discusses the Kingman Review and the Brydon Report, which both include interesting considerations on auditors’ external reporting. Only time can tell which changes will actually be implemented, how, when and not forgetting where.\u0000Auditing, Auditors, Audit Legislation, Auditing Directive, Public-Interest Entities (PIEs), PIE Regulation, International Standards on Auditing (ISAs), Audit Reports, Key Audit Matters (KAMs), Carillion, Kingman Review, Brydon Report, Company Law, UK Companies Act","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":"41787282","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 requires every fund manager to designate a depositary for every fund it manages. This is the first time in the history of European alternative investment fund industry that an appointment of a depositary is obligatory across all Member States. We analyse the differences in the implementation of this regime in French and Luxembourg law. AIFM Directive, UCITS Directive, depositary
{"title":"The Regime of Depositary Under the Alternative Investment Fund Managers Directive 2011: French and Luxembourg Perspectives","authors":"Mariia Domina Repiquet","doi":"10.54648/eucl2021008","DOIUrl":"https://doi.org/10.54648/eucl2021008","url":null,"abstract":"The Alternative Investment Fund Managers Directive 2011 requires every fund manager to designate a depositary for every fund it manages. This is the first time in the history of European alternative investment fund industry that an appointment of a depositary is obligatory across all Member States. We analyse the differences in the implementation of this regime in French and Luxembourg law.\u0000AIFM Directive, UCITS Directive, depositary","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":"43916536","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":"Some Comments to the Hague Judgment in Re Friends of the Earth Netherlands V. Shell","authors":"S. M. Bartman","doi":"10.54648/eucl2021006","DOIUrl":"https://doi.org/10.54648/eucl2021006","url":null,"abstract":"","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":"43421120","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":"Sustainability and Company Law: A Long Path to Walk","authors":"Alessio Bartolacelli","doi":"10.54648/eucl2021001","DOIUrl":"https://doi.org/10.54648/eucl2021001","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47503733","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}
Against the background of the EU policy goal to reorient capital flows towards sustainable investment, this article will review the extent to which Regulation (EU) 2019/2088 (Disclosure Regulation) and Regulation (EU) 2020/852 (Taxonomy Regulation) are effective in terms of increasing investor confidence to invest in sustainable economic activities. In this respect, particular focus will be on the relationship between the disclosure obligations and the terminology ensuing from the two regulations. Disclosure Regulation, Taxonomy Regulation, Sustainable Finance, Transparency, ESG, Sustainable terminology, Green terminology, Sustainability
{"title":"Sustainability Through Transparency and Definitions: A Few Thoughts on Regulation (EU) 2019/2088 and Regulation (EU) 2020/852","authors":"Chris van Oostrum","doi":"10.54648/eucl2021003","DOIUrl":"https://doi.org/10.54648/eucl2021003","url":null,"abstract":"Against the background of the EU policy goal to reorient capital flows towards sustainable investment, this article will review the extent to which Regulation (EU) 2019/2088 (Disclosure Regulation) and Regulation (EU) 2020/852 (Taxonomy Regulation) are effective in terms of increasing investor confidence to invest in sustainable economic activities. In this respect, particular focus will be on the relationship between the disclosure obligations and the terminology ensuing from the two regulations.\u0000Disclosure Regulation, Taxonomy Regulation, Sustainable Finance, Transparency, ESG, Sustainable terminology, Green terminology, Sustainability","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44610408","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}
Corporations are primary actors in transitioning to a climate neutral society. This is also reflected in the green policy agenda of the European Union, including the latest ‘Green Deal’, which is seeking to improve and introduce legislation that will control and provide more insight into the impact of corporations on the environment. The focus of some of this legislation, and of this article, is on the reporting by larger corporations on their non-financial impact. In particular, the revision of the Non-Financial Reporting Directive, the new Taxonomy Regulation and the new Sustainable Finance Disclosure Regulation are examined. These will trigger newly available non-financial information which can be used by investors. As this article sets out, the European policy agenda is based on the notion that providing the markets with such information will unlock private investments, ensuring a shift towards a climate neutral economy. This does, however, require some form of ‘enlightened’ shareholdership. European Green Deal, Non-Financial Reporting Directive, Taxonomy Regulation, Sustainable Finance Disclosure Regulation
{"title":"Europe’s Green Policy: Towards a Climate Neutral Economy by Way of Investors’ Choice","authors":"E. Rogge, Lara Ohnesorge","doi":"10.54648/eucl2021005","DOIUrl":"https://doi.org/10.54648/eucl2021005","url":null,"abstract":"Corporations are primary actors in transitioning to a climate neutral society. This is also reflected in the green policy agenda of the European Union, including the latest ‘Green Deal’, which is seeking to improve and introduce legislation that will control and provide more insight into the impact of corporations on the environment. The focus of some of this legislation, and of this article, is on the reporting by larger corporations on their non-financial impact. In particular, the revision of the Non-Financial Reporting Directive, the new Taxonomy Regulation and the new Sustainable Finance Disclosure Regulation are examined. These will trigger newly available non-financial information which can be used by investors. As this article sets out, the European policy agenda is based on the notion that providing the markets with such information will unlock private investments, ensuring a shift towards a climate neutral economy. This does, however, require some form of ‘enlightened’ shareholdership.\u0000European Green Deal, Non-Financial Reporting Directive, Taxonomy Regulation, Sustainable Finance Disclosure Regulation","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42598411","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 discusses the question how a social enterprise can best be recognised by customers, financiers, contract partners, the government and other stakeholders. Many EU Member States provide tailor-made legal forms for social enterprises. This enhances their recognition in the market. Dutch corporate law does not offer such a legal facility to social enterprises. Hence, in the Netherlands, social enterprises employ for their activities regular company legal forms such as the BV form (limited liability company) or the nonprofit legal form of the foundation, or a combination of both legal forms. Various network organisations and self-regulatory initiatives have emerged in order to support social enterprises in their development and in being acknowledged as such. Nonetheless, social enterprises have indicated that this is insufficient and that a tailor-made legal form is desired in the Netherlands. The Dutch government has initiated a study to find out what would be the best format and what should be the core elements thereof. In this article, the research questions, the methodology and the findings of this study are presented, as well as the decisions of the government taken on the basis of this study. social enterprises, legal enterprise forms, societal purpose, B corps, purpose companies, Netherlands, corporate law
{"title":"A Tailor-made Legal Form for Social Enterprises in the Netherlands is on Its Way","authors":"T. Lambooy, Aikaterini Argyrou, Andrea Bolhuis","doi":"10.54648/eucl2021004","DOIUrl":"https://doi.org/10.54648/eucl2021004","url":null,"abstract":"This article discusses the question how a social enterprise can best be recognised by customers, financiers, contract partners, the government and other stakeholders. Many EU Member States provide tailor-made legal forms for social enterprises. This enhances their recognition in the market. Dutch corporate law does not offer such a legal facility to social enterprises. Hence, in the Netherlands, social enterprises employ for their activities regular company legal forms such as the BV form (limited liability company) or the nonprofit legal form of the foundation, or a combination of both legal forms. Various network organisations and self-regulatory initiatives have emerged in order to support social enterprises in their development and in being acknowledged as such. Nonetheless, social enterprises have indicated that this is insufficient and that a tailor-made legal form is desired in the Netherlands. The Dutch government has initiated a study to find out what would be the best format and what should be the core elements thereof. In this article, the research questions, the methodology and the findings of this study are presented, as well as the decisions of the government taken on the basis of this study.\u0000social enterprises, legal enterprise forms, societal purpose, B corps, purpose companies, Netherlands, corporate law","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2021-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42981194","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}
Lack of appropriate financing is a major issue for European small or medium-sized enterprises (SMEs). They are highly dependent on bank lending for external funding, while there is a strong need for wider use of alternative finance, and especially of equity capital with respect to innovative and growth-oriented firms. In this Article, we explore the relationship between corporate law and SMEs’ access to equity finance, concluding that the organizational and governance structure of the enterprise is essential for making it attractive for investors.First, we provide evidence of this relationship showing the importance that US corporate law, and particularly Delaware corporate law, had in the successful funding of Silicon Valley’s startups. Second, we analyse the European framework. On one side, we address the measures adopted by the EU regulators for promoting SMEs’ alternative finance, which have been ineffective and have completely ignored business organization law. On the other side, we describe how a number of EU jurisdictions – with a focus on the Italian system – have amended their corporate law, easing access to equity finance.Finally, we discuss some empirical data and the possible implications in terms of regulatory competition among the EU Member States. financing SMEs, alternative finance, equity finance, corporate law, business form, regulatory competition
{"title":"SMEs’ Equity Financing: Does Corporate Law Matter?","authors":"Elisabetta Pederzini, Anna Toniolo","doi":"10.54648/eucl2020031","DOIUrl":"https://doi.org/10.54648/eucl2020031","url":null,"abstract":"Lack of appropriate financing is a major issue for European small or medium-sized enterprises (SMEs). They are highly dependent on bank lending for external funding, while there is a strong need for wider use of alternative finance, and especially of equity capital with respect to innovative and growth-oriented firms. In this Article, we explore the relationship between corporate law and SMEs’ access to equity finance, concluding that the organizational and governance structure of the enterprise is essential for making it attractive for investors.First, we provide evidence of this relationship showing the importance that US corporate law, and particularly Delaware corporate law, had in the successful funding of Silicon Valley’s startups. Second, we analyse the European framework. On one side, we address the measures adopted by the EU regulators for promoting SMEs’ alternative finance, which have been ineffective and have completely ignored business organization law. On the other side, we describe how a number of EU jurisdictions – with a focus on the Italian system – have amended their corporate law, easing access to equity finance.Finally, we discuss some empirical data and the possible implications in terms of regulatory competition among the EU Member States. financing SMEs, alternative finance, equity finance, corporate law, business form, regulatory competition","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43999452","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 the Netherlands: Recent Developments with Respect to Company Law in the Netherlands","authors":"R. Mellenbergh","doi":"10.54648/eucl2020034","DOIUrl":"https://doi.org/10.54648/eucl2020034","url":null,"abstract":"chain principle, mandatory bid, cascade offer, takeover regulation, minority shareholders protection, equal treatment of shareholders, market for corporate control, control, significance test, premium value","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44741961","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 addresses the tension between the need to regulate takeovers activity through the chain principle, as to ensure minority shareholders protection and equal treatment of shareholders, and the adverse effects that may arise from that regulation. An explanation of how the chain principle is regulated in the United Kingdom and difficulties in applying the chain principle rules, particularly, to ascertain the chain price. Different possibilities Germany is offered and the Sky bid is presented as an example of the practical of how the chain principle could be designed are considered, namely regarding the most suitable method to ascertain the chain price and the most adequate entity to do it. The article ultimately concludes that the chain principle is a regulatory need because the mandatory bid rule could not be successfully achieved without the chain principle and that there is no perfect solution to find an equilibrium between the need to regulate the chain principle and its adverse effects, as rules enhancing the probability of an offer being made may have a negative impact on the premium value; while rules enhancing the premium value may have a negative impact on the probability of an offer being made. chain principle, mandatory bid, cascade offer, takeover regulation, minority shareholders protection, equal treatment of shareholders, market for corporate control, control, significance test, premium value
{"title":"The Chain Principle: Equilibrium Between a Regulatory Need and Its Effects","authors":"Domingos Freire De Andrade","doi":"10.54648/eucl2020033","DOIUrl":"https://doi.org/10.54648/eucl2020033","url":null,"abstract":"This article addresses the tension between the need to regulate takeovers activity through the chain principle, as to ensure minority shareholders protection and equal treatment of shareholders, and the adverse effects that may arise from that regulation. An explanation of how the chain principle is regulated in the United Kingdom and difficulties in applying the chain principle rules, particularly, to ascertain the chain price. Different possibilities Germany is offered and the Sky bid is presented as an example of the practical of how the chain principle could be designed are considered, namely regarding the most suitable method to ascertain the chain price and the most adequate entity to do it. The article ultimately concludes that the chain principle is a regulatory need because the mandatory bid rule could not be successfully achieved without the chain principle and that there is no perfect solution to find an equilibrium between the need to regulate the chain principle and its adverse effects, as rules enhancing the probability of an offer being made may have a negative impact on the premium value; while rules enhancing the premium value may have a negative impact on the probability of an offer being made.\u0000chain principle, mandatory bid, cascade offer, takeover regulation, minority shareholders protection, equal treatment of shareholders, market for corporate control, control, significance test, premium value","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"45330873","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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