Pub Date : 2023-02-01DOI: 10.1515/ecfr-2023-frontmatter1
{"title":"Frontmatter","authors":"","doi":"10.1515/ecfr-2023-frontmatter1","DOIUrl":"https://doi.org/10.1515/ecfr-2023-frontmatter1","url":null,"abstract":"","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2023-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135146879","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}
Abstract 58The 16th annual ECFR Symposium was opened by Koen Geens and Christoph Teichmann. The former addressed the evolution of company law in the EU and Belgium, focusing on the new Belgian Code on Companies and Associations which entered into force in 2019. The latter explained that the presentations in the morning would focus on topics of Belgian law that are also of interest to the European academic community, while the afternoon topics would be of an EU nature. The first morning session consisted of two presentations. The first one, given by Henri Culot, focused on the Belgian private limited company without capital. The second presentation was by Jeroen Delvoie and addressed loyalty shares.
{"title":"Symposium Discussion Report: The Private Limited Without Capital and Loyalty Shares in Belgium","authors":"Ellen Schiepers","doi":"10.1515/ecfr-2023-0005","DOIUrl":"https://doi.org/10.1515/ecfr-2023-0005","url":null,"abstract":"Abstract 58The 16th annual ECFR Symposium was opened by Koen Geens and Christoph Teichmann. The former addressed the evolution of company law in the EU and Belgium, focusing on the new Belgian Code on Companies and Associations which entered into force in 2019. The latter explained that the presentations in the morning would focus on topics of Belgian law that are also of interest to the European academic community, while the afternoon topics would be of an EU nature. The first morning session consisted of two presentations. The first one, given by Henri Culot, focused on the Belgian private limited company without capital. The second presentation was by Jeroen Delvoie and addressed loyalty shares.","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.6,"publicationDate":"2023-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"42018716","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}
Abstract 85 Around the globe legislators have created labels and dedicated company forms for social enterprises. On the basis of an analysis of US, UK, German, French, Dutch and Belgian law, this article exposes which elements are important (and which are not) in the creation of these labels and forms. First, the distinction between labels and dedicated forms is of relative practical importance. Even dedicated company forms are – like labels – to a large extent governed by general corporate law. This offers advantages in terms of network effects and easy adoption. Creating a completely new corporate form is therefore justified only if there are compelling reasons for a comprehensive overhaul of existing company law. Second, the introduction of labels and dedicated company forms is influenced by the level of stringency with which jurisdictions distinguish between companies and nonprofit forms. For instance, the American benefit corporations and the French ‘raison d’être’ were introduced to explicitly authorize what conventional companies can do elsewhere. Nevertheless, a high degree of flexibility in conventional company law is insufficient to facilitate social entrepreneurship. Mandatory law for social enterprise labels or forms is necessary to credibly signal commitment to a social purpose. Yet, creating labels or dedicated forms for lightly regulated ‘mission purposes’ may generate noise that interferes with this signal. 86
在世界各地，立法者为社会企业创造了标签和专门的公司形式。在分析美国、英国、德国、法国、荷兰和比利时法律的基础上，本文揭示了在这些标签和形式的创建中哪些元素是重要的(哪些不是)。首先，标签和专用表格之间的区别具有相对的实际重要性。即使是专门的公司形式——就像商标一样——在很大程度上也受一般公司法的管辖。这在网络效应和易于采用方面提供了优势。因此，只有在有令人信服的理由对现有公司法进行全面改革的情况下，才有理由创建一种全新的公司形式。其次，引入标签和专门的公司形式受到司法管辖区区分公司和非营利形式的严格程度的影响。例如，美国的福利公司和法国的“reason d ' être”被引入，以明确授权传统公司在其他地方可以做的事情。然而，传统公司法的高度灵活性不足以促进社会企业家精神。社会企业标签或形式的强制性法律是必要的，以可靠地表明对社会目的的承诺。然而，为轻度管制的“任务目的”创建标签或专用表格可能会产生干扰信号的噪音。86
{"title":"Social Entrepreneurship: The Choice Between Labels, Variants, Dedicated and Conventional Corporate Forms","authors":"Sofie Cools","doi":"10.1515/ecfr-2023-0003","DOIUrl":"https://doi.org/10.1515/ecfr-2023-0003","url":null,"abstract":"Abstract 85 Around the globe legislators have created labels and dedicated company forms for social enterprises. On the basis of an analysis of US, UK, German, French, Dutch and Belgian law, this article exposes which elements are important (and which are not) in the creation of these labels and forms. First, the distinction between labels and dedicated forms is of relative practical importance. Even dedicated company forms are – like labels – to a large extent governed by general corporate law. This offers advantages in terms of network effects and easy adoption. Creating a completely new corporate form is therefore justified only if there are compelling reasons for a comprehensive overhaul of existing company law. Second, the introduction of labels and dedicated company forms is influenced by the level of stringency with which jurisdictions distinguish between companies and nonprofit forms. For instance, the American benefit corporations and the French ‘raison d’être’ were introduced to explicitly authorize what conventional companies can do elsewhere. Nevertheless, a high degree of flexibility in conventional company law is insufficient to facilitate social entrepreneurship. Mandatory law for social enterprise labels or forms is necessary to credibly signal commitment to a social purpose. Yet, creating labels or dedicated forms for lightly regulated ‘mission purposes’ may generate noise that interferes with this signal. 86","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2023-02-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"135146880","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}
Pub Date : 2022-12-30DOI: 10.4467/22996834flr.22.023.17192
D. Gajewski, Kamil Joński
The goal of this paper is to empirically examine the role of Regulatory Impact Assessments (RIAs) accompanying draft laws submitted by the Council of the Ministers as an input in purpose-oriented interpretation of tax law, carried out by Polish Administrative Courts. To this end, full-text database of the universe of Administrative Courts verdicts (CBOIS) had been queried in order to uncover all court decisions issued from Jan 1st 2001 to Dec 31st 2022 and mentioning RIAs in their written motives. All in all 14 decisions of SAC and 39 decisions of FIACs had been located – the result that can be interpreted as an evidence of scant use of RIA as an input for statutory interpretation of the tax law. Qualitative analysis reported in the paper illustrates what sort of information had been recovered by justices from RIA. Results suggest that potential offered by RIA’s coverage of ‘lawmaker’s intent’ is still not fully utilized in the process of tax law interpretation. However, any reliance on this sort of documents have to be accompanied with critical analysis of their quality and role in lawmaking process. Conditional forecasts (what impact is reasonably expected) should not be mistaken with statements of the intent (what impact is desired). Moreover, perfunctory RIA, prepared as part of window-dressing exercise, not genuine analysis underpinning the decision-making process, could turned out misleading.
{"title":"Regulatory impact assessments (Ria) As an input in tax law interpretation: Analysis of the administrative courts verdicts","authors":"D. Gajewski, Kamil Joński","doi":"10.4467/22996834flr.22.023.17192","DOIUrl":"https://doi.org/10.4467/22996834flr.22.023.17192","url":null,"abstract":"The goal of this paper is to empirically examine the role of Regulatory Impact Assessments (RIAs) accompanying draft laws submitted by the Council of the Ministers as an input in purpose-oriented interpretation of tax law, carried out by Polish Administrative Courts. To this end, full-text database of the universe of Administrative Courts verdicts (CBOIS) had been queried in order to uncover all court decisions issued from Jan 1st 2001 to Dec 31st 2022 and mentioning RIAs in their written motives. All in all 14 decisions of SAC and 39 decisions of FIACs had been located – the result that can be interpreted as an evidence of scant use of RIA as an input for statutory interpretation of the tax law. Qualitative analysis reported in the paper illustrates what sort of information had been recovered by justices from RIA. Results suggest that potential offered by RIA’s coverage of ‘lawmaker’s intent’ is still not fully utilized in the process of tax law interpretation. However, any reliance on this sort of documents have to be accompanied with critical analysis of their quality and role in lawmaking process. Conditional forecasts (what impact is reasonably expected) should not be mistaken with statements of the intent (what impact is desired). Moreover, perfunctory RIA, prepared as part of window-dressing exercise, not genuine analysis underpinning the decision-making process, could turned out misleading.","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.6,"publicationDate":"2022-12-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"85175088","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}
Pub Date : 2022-12-30DOI: 10.4467/22996834flr.22.021.17139
Lenka Maličká, J. Lukáčová, Daniel Hadačová
This paper examines how the demographic and economic structure of the municipalities´ population relates to the share of real property tax on local tax revenue in the Slovak republic. Shares of the productive population, unemployed population pupils, the population aged less than 14 years, and the population aged over 65 years in the total municipal population are involved in the regression analysis based on the panel data. The research covers 2,926 municipalities in the period 2005-2020. Estimation results show a positive relationship between the dependent variable and variables referring to the productive population, unemployed population, and population aged less than 14 years. A negative relationship is observed in the case of variables referring to pupils and the population aged over 65 years.
{"title":"Demographic and Economic Characteristics of Population as Determinants of the Revenue From The Real Property Tax in the Slovak Republic","authors":"Lenka Maličká, J. Lukáčová, Daniel Hadačová","doi":"10.4467/22996834flr.22.021.17139","DOIUrl":"https://doi.org/10.4467/22996834flr.22.021.17139","url":null,"abstract":"This paper examines how the demographic and economic structure of the municipalities´ population relates to the share of real property tax on local tax revenue in the Slovak republic. Shares of the productive population, unemployed population pupils, the population aged less than 14 years, and the population aged over 65 years in the total municipal population are involved in the regression analysis based on the panel data. The research covers 2,926 municipalities in the period 2005-2020. Estimation results show a positive relationship between the dependent variable and variables referring to the productive population, unemployed population, and population aged less than 14 years. A negative relationship is observed in the case of variables referring to pupils and the population aged over 65 years.","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.6,"publicationDate":"2022-12-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"90374138","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}
Pub Date : 2022-12-30DOI: 10.4467/22996834flr.22.022.17140
Filip Baláži, Elena Lazoríková
The article focuses on the transfer pricing in the Slovak Republic. The main subject of this article is the analysis of the legal regulation of transfer pricing of controlled transactions between domestic dependents. The authors examine the very essence of the extension of the transfer pricing obligation and the related obligation to maintain transfer pricing documentation to domestic dependants, with a focus on the analysis of the effectiveness of the legislation under review. The authors are also providing suggestions for potential improvements to the legislation, with particular emphasis on reducing the administrative burden on taxpayers and tax administrators.
{"title":"Transfer Pricing of Domestic Controlled Transactions in the Conditions of the Slovak Republic","authors":"Filip Baláži, Elena Lazoríková","doi":"10.4467/22996834flr.22.022.17140","DOIUrl":"https://doi.org/10.4467/22996834flr.22.022.17140","url":null,"abstract":"The article focuses on the transfer pricing in the Slovak Republic. The main subject of this article is the analysis of the legal regulation of transfer pricing of controlled transactions between domestic dependents. The authors examine the very essence of the extension of the transfer pricing obligation and the related obligation to maintain transfer pricing documentation to domestic dependants, with a focus on the analysis of the effectiveness of the legislation under review. The authors are also providing suggestions for potential improvements to the legislation, with particular emphasis on reducing the administrative burden on taxpayers and tax administrators.","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.6,"publicationDate":"2022-12-30","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"78098541","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}
Abstract 992U.S. banking regulators have considerable discretion in developing and enforcing prudential rules. Regulators have also enjoyed wide discretion in exercising supervisory authority over banks, in order to guard against potential safety and soundness risks that are not covered by the rules. However, recent developments in U.S. administrative law may create some conflict with that broad discretion. Whether or not this conflict comes to pass, a form of judicial review that focuses less on individual supervisory actions, and more on the overall framework within which the supervisory function is carried out, is a more promising way to achieve the administrative law aims of fairness and consistency.
{"title":"Administrative Discretion in U. S. Banking Regulation","authors":"D. Tarullo","doi":"10.1515/ecfr-2022-0024","DOIUrl":"https://doi.org/10.1515/ecfr-2022-0024","url":null,"abstract":"Abstract 992U.S. banking regulators have considerable discretion in developing and enforcing prudential rules. Regulators have also enjoyed wide discretion in exercising supervisory authority over banks, in order to guard against potential safety and soundness risks that are not covered by the rules. However, recent developments in U.S. administrative law may create some conflict with that broad discretion. Whether or not this conflict comes to pass, a form of judicial review that focuses less on individual supervisory actions, and more on the overall framework within which the supervisory function is carried out, is a more promising way to achieve the administrative law aims of fairness and consistency.","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.6,"publicationDate":"2022-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46367757","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":"Introduction","authors":"Karl-Philipp Wojcik","doi":"10.1515/ecfr-2022-0026","DOIUrl":"https://doi.org/10.1515/ecfr-2022-0026","url":null,"abstract":"","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.6,"publicationDate":"2022-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46933959","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":"Panel III of the SRB Legal Conference – The Exercise of Administrative Discretion by Banking Authorities and the Need to Ensure Accountability; Perspectives From the EU and US","authors":"Gilles Verhulst","doi":"10.1515/ecfr-2022-0031","DOIUrl":"https://doi.org/10.1515/ecfr-2022-0031","url":null,"abstract":"","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.6,"publicationDate":"2022-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48580283","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":"The Legal and Practical Challenges Which Arise in Recognition of Third-Country Resolution Action: A Case Study in Cooperation Between Banking Supervision and Resolution Authorities","authors":"T. Kelly, Shalina Daved","doi":"10.1515/ecfr-2022-0037","DOIUrl":"https://doi.org/10.1515/ecfr-2022-0037","url":null,"abstract":"","PeriodicalId":54052,"journal":{"name":"European Company and Financial Law Review","volume":null,"pages":null},"PeriodicalIF":0.6,"publicationDate":"2022-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"44759960","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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