{"title":"Evaluation of the Normal in Exceptional Times","authors":"S. M. Bartman","doi":"10.54648/eucl2020016","DOIUrl":"https://doi.org/10.54648/eucl2020016","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42232405","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 explores the legal structure of small-scale entrepreneurial digital commons. It links digital commons with the organizational innovations of digital economy and the findings of network theory, since networking forms the backbone of digital commons. The organizational structure of digital commons, founded on three pillars, the Productive Community, the Commons Oriented Entrepreneurial Coalition and the For Benefit Association, is associated with the network structure adopted by such projects, broken down to a decisionmaking and a value network. digital economy, digital commons, small-scale networks, network-enterprise, franchise
{"title":"On the Legal Structure of Digital Commons","authors":"Angelos Kornilakis","doi":"10.54648/eucl2020021","DOIUrl":"https://doi.org/10.54648/eucl2020021","url":null,"abstract":"This article explores the legal structure of small-scale entrepreneurial digital commons. It links digital commons with the organizational innovations of digital economy and the findings of network theory, since networking forms the backbone of digital commons. The organizational structure of digital commons, founded on three pillars, the Productive Community, the Commons Oriented Entrepreneurial Coalition and the For Benefit Association, is associated with the network structure adopted by such projects, broken down to a decisionmaking and a value network.\u0000digital economy, digital commons, small-scale networks, network-enterprise, franchise","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42388479","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 authors challenge the belief that the shareholder model dominates EU company law, to the detriment of corporate sustainability. The article argues that the last financial crisis has significantly moved EU regulation towards integrating stakeholder model into EU company law. The article seeks to identify means that the EU has employed to fight shareholder primacy norm. The article considers safeguards underpinning the corporate financial sustainability, alongside those aspects of corporate social responsibility which focus on the interaction between a financially sustainable company and sustainable society. Shareholder model, stakeholder model, share capital, accounting standards, corporate social responsibility
{"title":"Fighting Short-Termism in EU Company Law after the Financial Crisis","authors":"Hana Horak, Kristijan Poljanec","doi":"10.54648/eucl2020018","DOIUrl":"https://doi.org/10.54648/eucl2020018","url":null,"abstract":"The authors challenge the belief that the shareholder model dominates EU company law, to the detriment of corporate sustainability. The article argues that the last financial crisis has significantly moved EU regulation towards integrating stakeholder model into EU company law. The article seeks to identify means that the EU has employed to fight shareholder primacy norm. The article considers safeguards underpinning the corporate financial sustainability, alongside those aspects of corporate social responsibility which focus on the interaction between a financially sustainable company and sustainable society.\u0000Shareholder model, stakeholder model, share capital, accounting standards, corporate social responsibility","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"47016708","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: Cross-Border Mergers: EU Perspectives and National Experiences, Thomas Papadopoulos ed. Springer, 2019","authors":"Marios Koutsias","doi":"10.54648/eucl2020022","DOIUrl":"https://doi.org/10.54648/eucl2020022","url":null,"abstract":"","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48401813","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 considers the UK implementation of the Fifth Money Laundering Directive. It examines the key changes introduced by the new Directive and their impact on the UK anti-money laundering regime. Given the evolving nature of threats relating to money laundering and the latest technological developments, this article argues that the UK has decided to go beyond the EU minimum requirements. The article outlines the concept of money laundering and the UK legal framework of anti-money laundering, before assessing the main changes and their effects on the UK anti-money laundering regime. Fifth Money Laundering Directive, UK anti-money laundering regime
{"title":"The UK and the EU’s Fifth Anti-Money Laundering Directive: Exceeding Expectations","authors":"Mohammed Khair alshaleel","doi":"10.54648/eucl2020019","DOIUrl":"https://doi.org/10.54648/eucl2020019","url":null,"abstract":"This article considers the UK implementation of the Fifth Money Laundering Directive. It examines the key changes introduced by the new Directive and their impact on the UK anti-money laundering regime. Given the evolving nature of threats relating to money laundering and the latest technological developments, this article argues that the UK has decided to go beyond the EU minimum requirements. The article outlines the concept of money laundering and the UK legal framework of anti-money laundering, before assessing the main changes and their effects on the UK anti-money laundering regime.\u0000Fifth Money Laundering Directive, UK anti-money laundering regime","PeriodicalId":11843,"journal":{"name":"European Company Law","volume":" ","pages":""},"PeriodicalIF":0.3,"publicationDate":"2020-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48124373","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}
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":" ","pages":""},"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":" ","pages":""},"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":"30 3","pages":""},"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}
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":" ","pages":""},"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}
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":" ","pages":""},"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}
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