样式: 排序: IF: - GO 导出 标记为已读
-
Proportionality in the European Banking Law.Lessons from Silicon Valley Bank European Company and Financial Law Review Pub Date : 2024-02-26 Matteo Arrigoni, Enrico Rino Restelli
936European prudential regulation imposes significant compliance costs on banks, justifying extensive use of proportionality. However, the failure of Silicon Valley Bank raised numerous objections to this approach. According to many scholars and practitioners, the crisis of SBV originated from a substantial loosening of the regulatory standards and the corresponding supervisory enforcement. In this
-
U. S. vs. EU Insider Trading Regulation: Risks and Challenges from a European Perspective European Company and Financial Law Review Pub Date : 2024-02-26 Cédric Remund, Paul Tuchmann
822In an ever more globalized financial market, investors are increasingly exposed to regulation and enforcement by multiple jurisdictions with varying rules, including different insider trading regimes. From a European perspective, potential exposure to the U. S. insider trading regime is particularly challenging. Especially for the non-U. S. practitioner, the U. S. insider prohibition is very complex
-
The Management and the Advice of (Un)Explainable AI European Company and Financial Law Review Pub Date : 2024-02-26 Elena Dubovitskaya, Annika Buchholz
794The article addresses the issue that is widely discussed in Germany and other jurisdictions: can the management of a company use AI applications in its decision-making process without violating its fiduciary duties? The lack of transparency in conventional AI applications conflicts with the fiduciary duty to check the plausibility of external expert advice (in Germany known as the ISION principles)
-
Does EU Regulation Adequately Address the Tension between CCPs Shareholders’ and Clearing Members’ Incentives? European Company and Financial Law Review Pub Date : 2024-02-26 Anastasia Sotiropoulou
964The current EU regulatory regime of Central Counterparties (CCPs) falls short of addressing adequately the potential misalignment of incentives of CCPs’ shareholders on the one hand and clearing members on the other hand.Thus, according to the European Market Infrastructure Regulation (EMIR), while clearing members contribute substantially to the default waterfall of a CCP, they do not enjoy substantial
-
Implementation of the Provisions of Directive 2017/1132 on Openness and Reliability of Registers in Poland and Other Selected EU Countries European Company and Financial Law Review Pub Date : 2024-02-26 Konrad Garnowski
887The paper presents the issue of openness and reliability of business registers maintained by the Member States of the European Union on the basis of acts that implement EU directives. The first part of the article presents the historical evolution of the provisions of EU law, while the second part focuses on the assessment of regulations currently in force. On this basis, in the third part of the
-
The Polish Model of a Limited Joint-Stock Partnership in Comparison with Other European Legal Systems European Company and Financial Law Review Pub Date : 2024-02-26 Anna Moszyńska, Aleksandra Sikorska-Lewandowska, Mariusz T. Kłoda
866The Polish regulation concerning a limited joint-stock partnership has been in force since the date of entry into force of the Commercial Companies Code (CCC). The CCC divides commercial companies into “partnerships” and “capital companies”. Each of those two types of commercial companies is governed by separate rules. The completion of twenty years of Polish CCC in force prompts us to analyse the
-
Soft Regulatory Capture and Supervisory Independence: A Case-Study on Wirecard European Company and Financial Law Review Pub Date : 2023-12-07 Christopher P Buttigieg, Lothar Gustav Witzel, Beatriz Brunelli Zimmermann
623The traditional view on regulatory capture focuses on capture as a distortion of public purpose through a malicious relationship, corruption and possible collusion between the regulator and the industry (hard capture). This paper argues that regulatory capture can arise from political and institutional conditions which do not allow or favour the supervisory independence of authorities from both
-
The Crisis Management of Smaller Banks: Perspectives of Reform European Company and Financial Law Review Pub Date : 2023-12-07 Irene Mecatti
660The current common framework for bank crisis management and national deposit guarantee schemes (CMDI) is tailored for banks which are considered too big (or too complex) to fail. Smaller banks are de facto excluded from the application of resolution, even though they are obliged to contribute to its functioning. In practice, not even the size element has been decisive and the crises of significant
-
Insider Dealing by Outsiders in the U. S. and EU European Company and Financial Law Review Pub Date : 2023-12-07 Dörte Poelzig, Paul Dittrich
692The prohibition of insider dealing has its origins in U. S. law, the structural features of which have also influenced EU insider law. Today the dogmatic approaches of the two insider law systems differ diametrically. Particularly in dealing with investors outside the issuer, so-called outsiders, the two legal systems differ in terms of both the manner and the scope of covered transactions. According
-
The Menagerie of Organizational Forms in German Company Law European Company and Financial Law Review Pub Date : 2023-12-07 Holger Fleischer
593Company law lives and breathes with its different forms of association. Consequently, the emergence and evolution of these forms is a central topic of research for company law scholars. This paper seeks to depict the panoramic landscape of German company and partnership law. Special attention is given to new and rediscovered forms of association as well as to the various regulatory techniques used
-
Say on What’s Next? European Company and Financial Law Review Pub Date : 2023-12-07 M. van Olffen, E.J. Breukink
745There are several initiatives aimed at getting listed companies to involve their shareholders more in ESG issues. Calls for mandatory advisory voting on (the implementation of) (parts of) ESG strategy and/or policy by the general meeting should not be heeded, according to the authors. We discuss this topic in a Dutch context. It is better to leave it to the management board, under the supervision
-
Climate Change Stress Testing for the Banking System European Company and Financial Law Review Pub Date : 2023-12-07 Ebbe Rogge
717It is apparent that climate change is creating financial risks. These risks are of such a nature that they can be regarded as systemic: they are exogenous shocks which may simultaneously cause or contribute to the failure of multiple significant financial institutions. As a result, regulatory tools available to monitor and manage systemic risk have recently been deployed in the context of climate
-
Article 29a – Towards a new Strategic Dimension in Supervisory Convergence? European Company and Financial Law Review Pub Date : 2023-11-27 Niels Skovmand Rasmussen, Nina Dietz Legind
409As part of the 2019 reform of the European System of Financial Supervision, the three European Supervisory Authorities were granted a completely new convergence tool in Article 29a to promote a common supervisory culture. This tool allows them to identify up to two Union Strategic Supervisory Priorities that the National Competent Authorities shall take into account when drawing up their work programme
-
CSRD Sustainability Reporting For Non-listed SMEs: European Regulators Remain Challenged European Company and Financial Law Review Pub Date : 2023-11-27 Sina Allgeier, Robert Feldmann
438The recently adopted Corporate Sustainability Reporting Directive (CSRD) requires all large undertakings as well as listed SMEs to report on sustainability matters. Albeit not in the direct scope of the CSRD, non-listed SMEs will be de facto obliged by their business partners and investors to report accordingly. Hence, a separate reporting standard for non-listed SMEs is of pivotal importance. The
-
Intercreditor Agreement and Contractual Restructuring of LBOs European Company and Financial Law Review Pub Date : 2023-11-27 Mika J. Lehtimäki
547Leveraged buyout (LBO) transactions are corporate acquisitions financed with multiple layers of debt and equity and form a large subset of the leveraged finance markets. In European LBOs various creditor-categories, the priorities, control and restructuring options are invariably controlled by intercreditor agreements. They set out a basis for a privatised insolvency procedure. Such privatised procedures
-
Online Formation of Companies – Serbian Experience and Way Forward European Company and Financial Law Review Pub Date : 2023-11-27 Tatjana Jevremović Petrović
481This paper aims at contributing to the existing debate on online formation of companies. It will analyse the current system of full online formation which is available in the Republic of Serbia since 2018 and put it into European perspective. Even though many challenges were related to the full online registration in general, the Republic of Serbia introduced this procedure relatively easy, even
-
Moving Past Reliance – The Problem of a Reliance Requirement in Secondary Market Securities Litigation and Solutions from Select Jurisdictions European Company and Financial Law Review Pub Date : 2023-11-27 Heidi M. K. Yli-Kankahila
447Investors’ individual reliance on misstated inside information as an element of causation in securities litigation has provoked criticism. Scholarship has long acknowledged that a reliance requirement is not justified as damage may occur without an investor’s reliance on misstated inside information in the secondary market. This article analyses the reliance requirement in select European jurisdictions
-
Unauthorized Agent and Company in Formation in French Law European Company and Financial Law Review Pub Date : 2023-11-27 Mauricio Troncoso
519This work compares the general rules governing the unauthorised agent (falsus procurator) in French law with those provided for in French company law for persons acting in the name of a company in formation (Article 1843 of the Code civil and Article L. 210-6 para. 2 of the Code de commerce), in order to deduce the similarities and differences between the two sets of legal rules.
-
Negative Implications of Greater Access to the Courts in the Takeover Process European Company and Financial Law Review Pub Date : 2023-09-28 Jonathan Mukwiri
358 Recent judgments of the Court of Justice of the European Union involving Austria and Italy raises the question of whether greater access to the courts makes ineffective the duty of supervisory authorities in enforcing the mandatory bid rule. This question is discussed in the context of provisions in the Takeover Bid Directive that enables Member States to avoid disruptive greater access to the
-
The Regulation on Markets in Crypto-Assets (MiCAR): Landmark Codification, or First Step of Many, or Both? European Company and Financial Law Review Pub Date : 2023-09-28 Philipp Maume
243On 29 June 2023, the long-awaited Regulation on markets in crypto-assets (MiCAR) came into force. It is the first comprehensive framework for DLT-based units (tokens or crypto-assets) in the world. This article tries to shed some light on the drivers of its creation and the remarkable speed of the parliamentary process. It discusses its key definitions and rulesets, and identifies some interesting
-
Short Selling, COVID-19 and the Regulators – Lessons Learned European Company and Financial Law Review Pub Date : 2023-09-28 Sebastian Sieder
385Some national competent authorities (NCAs), as well as ESMA, have responded with short-selling bans and other restrictions to the COVID-19 pandemic. This approach has attracted criticism in both legal and economic literature. Although the COVID-19 pandemic has been overcome, or at least ways of dealing with COVID-19 have been found, it is of crucial importance for future EU short selling regulation
-
Shareholder Proposals and Sustainability: An Empirically-Based Critical Reflection European Company and Financial Law Review Pub Date : 2023-09-28 Michael H.C. Bakker
276 Publicly traded companies face growing scrutiny in respect of their sustainability strategies and policies from regulators, the general public, NGOs, as well as investors. One area where the attention for corporate sustainability issues has materialised is at the general meetings of these companies, including in the form of a growing number of shareholder proposals on environmental and social topics
-
The Mandatory and Default Regulation in Hungarian Company Law – A Decade of Experience European Company and Financial Law Review Pub Date : 2023-09-28 Ádám Auer, Tekla Papp
314The option to deviate from a legal provision has been problematic for company law. The theoretical background of legislation is rooted in the interpretative models of company law: the investor model favouring the interests of its members (shareholder theory) and a contractual model which takes into account the stakeholders in the business relationship with the company (stakeholder theory). This
-
Symposium Discussion Report: Classes of Shares, Social Entrepreneurship and Overall Belgian Company Law Reform European Company and Financial Law Review Pub Date : 2023-08-25 Ellen Schiepers
162During the second morning session three topics were highlighted. Like in the first session they all concerned Belgian law but were also of interest to the European academic community. Marieke Wyckaert discussed classes of shares, Sofie Cools addressed corporate law for social entrepreneurship and finally Hans De Wulf made an overall assessment of the Belgian company law reform.
-
16th ECFR-Symposium Discussion Report: EU Listing Act and Gender Quota in the Board European Company and Financial Law Review Pub Date : 2023-08-25 Ralf Knaier
199The first part of the afternoon session of the 16th annual ECFR Symposium in Leuven focused on current topics of European Company and Financial Law. The discussion following the presentations by Rüdiger Veil and Marc Wiesner as well as Hanne Søndergaard Birkmose dealt mainly with questions of ad hoc publicity and insider trading with regard to the EU Listing Act as well as details on the design
-
Administrative Discretion in U. S. Banking Regulation European Company and Financial Law Review Pub Date : 2023-08-25 Daniel K. Tarullo
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
-
Loyalty Voting Rights in Belgium: Nothing More than a Control-Enhancing Mechanism? European Company and Financial Law Review Pub Date : 2023-08-25 Steven Declercq, Jeroen Delvoie, Theo Monnens, Tom Vos
27In 2019, Belgium joined the European trend and allowed listed companies to adopt loyalty voting rights, i.e. double voting rights for shareholders who have held their shares for more than two years. The stated goals were to combat short-termism by rewarding long-term shareholders and to encourage IPOs by allowing founders to retain control over the corporation with a smaller participation. Our paper
-
An Introduction to and Evaluation of the 2019 Belgian Companies Act – Preparing for the Previous War? European Company and Financial Law Review Pub Date : 2023-08-25 Hans De Wulf
109This article discusses some aspects of the completely new Companies Act (“BCCA”) adopted in Belgium in 2019. Even though the reform touched upon all aspects of company law and all company types, its main goal was to roll back Belgian goldplating of EU company law Directives and to turn the hitherto very rigid Belgian private company into a very flexible, contractual vehicle with little mandatory
-
Improving the Gender Balance Among Directors of Listed Companies in the EU European Company and Financial Law Review Pub Date : 2023-08-25 Hanne S. Birkmose
166In November 2022 the Council and the European Parliament adopted Directive (EU) 2022/2381 on improving the gender balance among directors of listed companies and related measures. Thus, by 30 June 2026, European Member States must ensure that large, listed companies reach the Directive’s gender balance objectives. Gender balance is achieved when members of the underrepresented sex hold at least
-
Some Reflections on the Standard of Review in the Experience of the ESAs Joint Board of Appeal and of the SRB Appeal Panel European Company and Financial Law Review Pub Date : 2023-08-25 Marco Lamandini, David Ramos Muñoz
950In light of the experience we surmise that, in the EU law of finance, both for European courts and the BoA and AP the question is not about changing the standards of review as they stand; it is about ensuring that the standard of legality review is meaningfully applied, because the reviewing court or quasi court is capable of engaging in a dialogue with the supervisory institution in its own terms
-
Symposium Discussion Report: The Private Limited Without Capital and Loyalty Shares in Belgium European Company and Financial Law Review Pub Date : 2023-08-25 Ellen Schiepers
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
-
Inter-agency Cooperation Within the SRM: Legal and Operational Challenges for the Cooperation Between Banking Supervision and Resolution Authorities in the EU and With Third-country Authorities European Company and Financial Law Review Pub Date : 2023-08-25 Jens-Hinrich Binder
900 In bank resolution, swift and effective cooperation of different actors is of essence, particularly in cross-border cases. While the same can be said about cross-border insolvency management generally, the European framework for the recovery and resolution of failing banks and, in particular, the centralisation of resolution powers within the Single Resolution Mechanism stand out as particularly
-
The ‘judicial’ control of discretionary measures in banking and financial fields: the role of EU Courts (and Boards of Appeal) European Company and Financial Law Review Pub Date : 2023-08-25 Massimo Condinanzi
978 The paper aims at reflecting on the judicial control of the discretionary measures in banking and financial fields exercised by the EU Courts, as well as the ‘quasi-judicial’ control, in the same fields, exercised by the Boards of Appeal. Therefore, the present article firstly discusses the EU Courts’ general approach over discretionary acts, assessing the peculiarities of the cases related to
-
The Financial Appeal Bodies of the European Union: Nature and Future of the Appeal Panel of the Single Resolution Board European Company and Financial Law Review Pub Date : 2023-08-25 Rosa M. Lastra, Marco Bodellini
936The three financial appeal bodies established in the EU (Board of Appeal of the European Supervisory Authorities, Administrative Board of Review of the SSM, and Appeal Panel of the Single Resolution Board) have certainly a number of advantages. Particularly, their technical expertise in matters of financial supervision and resolution makes them well placed to understand the intricacies, complexities
-
The Belgian Private Limited Without Capital: How is it Faring? European Company and Financial Law Review Pub Date : 2023-08-25 Henri Culot
1The new Belgian Code of Companies and Associations, enacted in 2019, abolished the use of capital in the limited liability company. This important reform led to various changes in the rules applicable to this type of company, although several aspects of the previous regime generally associated with the concept of capital still remain in place. This article briefly describes the changes made in 2019
-
Towards a Framework for Effective Regulatory Supervision of Sustainability Governance in Accordance with the EU CSDD Directive. A Comparative Study European Company and Financial Law Review Pub Date : 2023-08-25 Harm-Jan de Kluiver
203This article emphasizes that the wave of regulation focusing on sustainability, like the CSDDD, is fundamentally different in scope and character from traditional rulemaking. Given the wide-ranging objectives of the CSDDD and its open norms, companies and supervisory authorities will need to cooperate and have open and fair discussions to develop alternative instruments and best practices taking
-
Social Entrepreneurship: The Choice Between Labels, Variants, Dedicated and Conventional Corporate Forms European Company and Financial Law Review Pub Date : 2023-08-25 Sofie Cools
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
-
16th ECFR-Symposium Discussion Report: Panel on Supply Chain Due Diligence European Company and Financial Law Review Pub Date : 2023-08-25 Ralf Knaier
240The last part of the afternoon session of the 16th annual ECFR Symposium in Leuven focused on a Panel on Supply Chain Due Diligence with Pierre-Henri Conac, Eva-Maria Kieninger and Harm-Jan de Kluiver. The discussion initially took place among the panel members themselves. Subsequently, further comments and questions were contributed by the audience.
-
Sustainability‐Related Disclosures in Financial Services and Dialogue Policies in Listed Companies European Company and Financial Law Review Pub Date : 2023-06-26 Luca Della Tommasina
782The article analyzes the impact of the Regulation (EU) 2019/2088 on the dialogue policies in listed companies. Starting from the new obligations of sustainability‐related disclosure in the financial services sector, the essay envisages governance solutions which are able to grant interim information flows between the board of directors and the institutional investors about sustainability performances
-
The Subordination of Shareholder and Intragroup Loans in Italy. Shifting Perspective in the Wake of the Covid-19 Emergency Legislation European Company and Financial Law Review Pub Date : 2023-06-26 Angelo Borselli
749 Amidst the COVID-19 outbreak, Italy as well as a number of other European states, including Austria, Germany and Spain, enacted emergency legislation suspending subordination of shareholders and intragroup loans in order to help companies stay afloat. While this measure was clearly prompted by extraordinary circumstances, it should be noted, however, that unlike jurisdictions which adopt automatic
-
Regulating Innovation through Digital Platforms: The Sandbox Tool European Company and Financial Law Review Pub Date : 2023-06-26 Andrea Miglionico
828 The use of digital platforms in the financial sector requires automated processes in order to collect the large volumes of data which will allow firms to create a shared understanding around rules through technological applications. The UK Financial Conduct Authority launched innovation programmes, i. e. a regulatory sandbox, to assess technologies and expedite the delivery of fintech products
-
Regulating Digital Platforms: the European Experience with Financial Return Crowdfunding European Company and Financial Law Review Pub Date : 2023-06-26 Diego Valiante
854 Despite a pandemic, crowdfunding continues to be a growing source of finance for small businesses across the EU. This article discusses nature and business typology of digital platforms that raise funds from the crowd. In the effort to support the ongoing uptake of new technologies in financial services, the first harmonised regime for the intermediation of financial instruments and loans to businesses
-
Virtual Corporate Seat: A Case for Reform? European Company and Financial Law Review Pub Date : 2023-06-26 Lina Mikalonienė
685This article argues that the general location of the registered office of a company without a physical business address in a Member State, accompanied by a digital business address, should qualify a corporate seat as “virtual”. Moreover, the concept of the virtual corporate seat should essentially be seen as a modernized version of the model developed under the substantive company law of some Member
-
Harmonising Shareholder Protection Laws for Related Party Transactions European Company and Financial Law Review Pub Date : 2023-06-26 Tim Florstedt
701 Related party transactions have gained significant importance in Europe as a result of the reformed Shareholders’ Rights Directive (SRD). Previously, only a few Member States had created regulatory regimes governing such transactions, yet as of the reform of 2019, detailed procedural and disclosure requirements are compulsory in the European Union today. The Directive’s specifications in Article
-
A New Start for the European Private Company: The Draft Statute for a “Société Européenne Simplifiée” (SES) European Company and Financial Law Review Pub Date : 2023-02-24 Dirk A. Verse
654 In February 2021, an international group of experts under the auspices of the French lawyers’ association Henri Capitant published a draft statute for a “European Simplified Company” (Société Européenne Simplifiée, SES). The draft intends no less than to revive the idea of a European Private Company (SPE), albeit in a modified manner. Unlike the SPE proposal, the SES initiative does not exclusively
-
Golden Power and Anti-Takeover Corporate Mechanisms European Company and Financial Law Review Pub Date : 2023-02-24 Francesca Prenestini
591 The golden power regime allows the Italian government – as a last resort, if facing a threat to national interests – to oppose the acquisition of control of companies operating in strategic sectors. This article analyses the relationship between golden power and anti-takeover mechanisms provided for by Italian law, with particular focus on anti-takeover defensive techniques and increased voting
-
A More Socio-Environmentally Responsive Way to Organise the Firm? A Case Study on Danish Social Enterprise Law European Company and Financial Law Review Pub Date : 2023-02-24 J. S. Liptrap
517 It has been claimed that social enterprises have the capacity to counteract the negative impact that business has had on the environment, inequality and social cohesion. Yet, such claims remain largely untested – commentators have not attempted to actually apply insights from the social enterprise law context to debates within the wider field of corporate governance. A primary reason for this inconsistency
-
Binding Capital to Free Purpose: Steward Ownership in Germany European Company and Financial Law Review Pub Date : 2023-02-24 Anne Sanders
622This paper discusses steward ownership, a concept of business ownership aiming at long-term and purpose-oriented entrepreneurship developed in Germany. Steward ownership can be seen in the context of the current worldwide discussion of corporate purpose and legal innovations like the US-American benefit corporation and the French société a mission has developed a unique approach. The concept is
-
Loyalty Shares: an International Perspective. A Suitable Instrument to Fight Short-Termism? European Company and Financial Law Review Pub Date : 2023-02-24 Isabel Fernández Torres
556 The Act 5/2021, April the 12th, that modifies the Spanish Companies Act, approved by Royal Legislative Decree 1/2010 of 2nd July (“LSC”) goes beyond the Transposition of Directive 2017/828 and introduces ex novo “loyalty shares” within the Spanish Companies Act (Official Journal, April 13th). This novelty is an evolution in the corporate legislation, the purposes of which is to encourage long-term
-
The New Greek Companies Act – Greek Company Law: Made in Greece or in Europe? European Company and Financial Law Review Pub Date : 2022-12-06 Evanghelos Perakis
Greek Company Law has its origins in the French “Code de Commerce” of 1807, which, although never legislated in Greece, applied as a Greek law to the business transactions even before the Greek Independence (1830). The German influence took over progressively early in the 20 th century. Such influence is visible in the important Law on SAs (1920), the chapter of the Greek Civil Code on the contract
-
Disclosure and Enforcement under the EU Listing Act European Company and Financial Law Review Pub Date : 2022-12-06 Rüdiger Veil, Marc Wiesner, Moritz Reichert
Efficient capital markets improve the financing options for corporations and enhance the efficiency of the real economy. A single market for capital for European Member States boosts these macroeconomic benefits. This is the basic idea of the Capital Markets Union (CMU). With the Targeted Consultation on the Listing Act, the European Commission aims to further develop the CMU and strengthen European
-
Related Party Transactions: Lessons From Regulation in Greece European Company and Financial Law Review Pub Date : 2022-12-06 Nikolaos Vervessos
Transactions conducted between a SA and its related parties are at the forefront of domestic and foreign theory. The vast interest in this issue is justified by a series of scandals in the international financial system, which demonstrate in the best possible way that the law of dealing with related parties is not only law in the books, but also law in practice. This study aims to provide a legal analysis
-
The New Harmonized Protection of Creditors in Cross-Border Mergers European Company and Financial Law Review Pub Date : 2022-12-06 Thomas Papadopoulos
This article scrutinizes the new harmonized regime of creditor protection in cross-border mergers under Art. 126 b of Directive 2019/2121. The risks that creditors face at a cross-border merger revealed the need for harmonization. The previous regime based on old Art. 121(2) of Directive 2017/1132 together with old Art. 121(1)(b) of Directive 2017/1132 referred to national law with regard to the protection
-
Regulatory Barriers to Corporate Restructuring Through Disposition of Major Assets – A Serbian Perspective* European Company and Financial Law Review Pub Date : 2022-07-19 Mirjana Radović, Vuk Radović
This article contains a critical analysis of the existing Serbian legal provisions that limit the possibility of a major asset disposition as a way of restructuring companies. In this regard, the authors have identified three main problems affecting such asset deals in Serbia, which can be considered regulatory barriers to this type of restructuring. The three problems are: the specific regulation
-
Mandatory Dematerialization of Shares in Polish Private Companies: A Missed Opportunity to Do Things Right European Company and Financial Law Review Pub Date : 2022-07-19 Jacek Dybiński, Anne-Marie Weber
On 1 March 2021, Polish company law underwent a profound change when the reform introducing the mandatory dematerialization of shares in non-listed companies entered into force. On that day, share certificates became ex lege invalid and were replaced by entries into electronic share registers or securities accounts held by investment firms. With this step, the legislator dealt the nearly-final blow
-
Approaching the Danske Bank Scandal in a “Tragedy of the Commons” Perspective: Implications for Anti-Money Laundering Institutional Design and Regulatory Reforms in Europe European Company and Financial Law Review Pub Date : 2022-07-19 Andrea Minto, Niels Skovmand Rasmussen
Policy- and law-makers worry increasingly about how recent money laundering scandals unfolded. There is widespread confusion, though, about what went wrong – “the failures” – and uncertainty as to how to control and cope with them. This article offers a conceptual framework and legal analysis for examining the underpinning “failures”, what causes them, and how, if at all, those failures interact with
-
Robo-Advice as a Digital Finance Platform European Company and Financial Law Review Pub Date : 2022-07-19 Fernando Zunzunegui
This paper is about automated financial advice, known as Robo-Advice. Its origin and development are analysed as a prominent Fintech activity. After tackling its legal nature as a service platform and showing how it is different from traditional human advice, its legal framework is addressed, particularly in the European Union, to conclude with some legislative policy proposalsto regulate it as a digital
-
Regulation of Shareholder Exits in Closely Held Companies – Reflections from Sweden European Company and Financial Law Review Pub Date : 2022-07-19 Hanna Almlöf
The success of closely held companies largely depends on a well-functioning collaboration between the shareholders. Split ambitions, differenced targets and conflicts among owners can create a need to end the collaboration. The owners need a plan for a structural business partner divorce, i. e., regulation of shareholder exits. This study analyze full and partial shareholder exits with the aid of an
-
Enforcement of Fines and Other Pecuniary Obligations Imposed by the ECB European Company and Financial Law Review Pub Date : 2022-05-16 Helene Hayden
The overall studyprovides a comprehensive analysis of the enforcement of fines and other pecuniary obligations imposed by the ECB within the Eurosystem and Single Supervisory Mechanism (SSM) and it highlights how the mismatch between European and national law inherent in Art. 299 TFEU could be resolved. While the focus in Part I was on the European law requirements with regard to the enforcement of
-
Preliminary Procedures in Shareholder Derivative Litigation: A Beneficial Legal Transplant? European Company and Financial Law Review Pub Date : 2022-05-16 Martin Gelter
Jurisdictions around the world have developed different mechanisms to balance the need to enforce corporate law with the problem of non-meritorious litigation when derivative suits can be brought bring easily. One instrument to channel shareholder litigation is preliminary procedures, which typically constitute a screening stage before fact-finding. These have been adopted in several jurisdictions