Current Issues of Cross-border Establishment of Companies in The European Union

Volledige citeerwijze volume 14 Ius Commune Europaeum boekenreeks:

H.E.G.S. Schneider, J. Wouters (eds.), Current Issues of Cross-border Establishment of Companies in The European Union (1995, MAKLU Uitgevers, Antwerpen-Apeldoorn, ISBN 90-6215-469-7, 373 p.)

Flaptekst:

A growing number of companies in the European Union are setting up cross-border business structures or rare devising inter-state corporate alliances in order to maintain and enhance their competitiveness and respond to the challenges posed by the European single market. However, the legal systems of the EU Member States have not geared up to this change: in practice, companies still have to operate through subsidiaries incorporated under the laws of different Member States, cross-border mergers are still ruled out and inter-state mobility through transfer of the head office is hampered by a variety of conflicts-of-laws, company and tax rules. Things seem to be changing, however. The EC Merger Directive of 23 July 1990 facilitates the tax treatment of cross-border mergers; the Court of Justice of the European Communities has developed important case-law under which companies can challenge discriminatory national tax rules on the basis of their freedom of establishment; the political discussions on the long-proposed European Company Statute have gained momentum; and the European Commissions now considering proposing, by the end op 1995, a revised draft for a Tenth Company Law Directive on cross-border mergers and a draft directive on cross-border transfers of the head office of companies. This book focuses on these, and many more, current developments at the European and national level which are of direct interest to companies’ cross-border establishment in the European Union. Issues dealt with include: developments in the conflicts-of-laws systems of EU countries adhering to the ‘siège réel’ and’ incorporation’ system; corporate law aspects of cross-border mergers (draft Tenth Directive); the impact of the EC Merger Directive op 23 July 1990 on international business reorganisations; the case-law of the EC Court of justice on fiscal barriers to companies’ cross-border establishment; the draft proposals by KPMG on the transfer of a company’s head office from one Member State to another; the possibilities offered by the latest drafts for a European Company Statute for inter-state corporate reorganisations and joint venture; the impact of EC company law on the legal systems of the Nordic EEA and EU countries; the implications of the European Woks Council Directive of 22 September 1994; comparative analyses of the law and practice in various EU countries on directors’ fiduciary duties, liability for wrongful trading, and regimes tackling the problem of financial distress and insolvency of companies; and a thorough comparison between the European Union and the United States of America with regard to the question whether the EU needs a further harmonisation of company law or should rather opt for a ‘market for corporate charters’ like the US. From the foreword of Dean C.A. Schwarz; ‘Rather than a classical coverage of the field, this book provides the reader with a colourful bouquet of essays, written from different angles of incidence and with a view to stimulate the debate on the issues covered.