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For this first time, this volume analyzes major articles of association and company charters past and present and discusses them in accompanying essays. Twenty-seven contributions gauge the world of articles of association, from the Medici to the Dutch East India Company to Google; from the Fugger family to Siemens, the Auto Union, the ADAC and FIFA; and from IG Farben to the Alfried Krupp von Bohlen und Halbach Foundation.
With the Maurach draft, the commission launched by the German Federal Ministry of Justice and Consumer Protection to modernize partnership law has created a basis for reforming §§ 705 ff. of the Civil Code. This volume presents and critically addresses its suggestions for a new companies register, the opening up of civil-law partnerships (GbR) for freelancers, the law of recission suits, and for non-member companies and undisclosed associations.
To what extent are German parent companies responsible for their foreign subsidiaries? In cases of misconduct on the part of the subsidiary, must the entire corporate group take responsibility or does the principle of separation have validity as a central economic function and legitimation of the corporate group? This volume addresses these and further questions on current developments in group law.
The Company Law Amendment of 11 June 1870 eliminated the requirement for a state license in accordance with the ADHGB of 1861 for the formation and administration of stock corporations, replacing it with a normative system. This publication contains a comprehensive and previously unpublished range of sources on the Federal Council of the North German Confederation’s deliberations on the amendment as well as early accounts of it in practice.
Today’s multinational groups encounter very different corporate regulations across all EU member states. This anthology analyzes current corporate law in many individual countries and presents a proposed legal policy for European recognition of group interests, thereby providing valuable suggestions for legal practitioners and legislators to simplify transnational corporate governance.
On the 50th anniversary of the German Stock Corporation Act, which was originally ratified in 1965, leading legal scholars met at the birthplace of the law in Bonn to discuss current pressing challenges in this area of law. The results of the discussion, assembled in these conference proceedings, extend far beyond the confines of stock corporation law.
The closed corporation is the most important economic form of business organization worldwide; however, it is often neglected in international academic legal discussions. The new special edition of the ZGR (Zeitschrift für Unternehmens- und Gesellschaftsrecht) attempts to fill this gap in research. The examination systematically addresses the typical areas of conflict with regard to a closed corporation. In do so, legally-based comparative experience and findings from business economics are applied, while the European private company is consistently taken into account.
Very different systems for corporations have always existed in Europe. These differences relate not only to the management structure of the corporations, with single or dual systems for management bodies, but also to the principles of permanent capital: Fixed capital is foreign to English and Irish law, and must be incorporated into the legal systems (only) for the corporation on the basis of the 2nd EU Capital Directive of 1976. No one ever made friends in these countries in doing so. Therefore, the British Department of Trade initiated and supported an investigation by a workgroup under the leadership of Jonathan Rickford some years ago regarding the benefits of this system. The report from this workgroup was published in the year 2004 (European Business Law Review  919). It came to the conclusion that the system of permanent capital is expensive and redundant; it therefore recommended the cancellation of the 2nd Directive. The British government aligned itself with this approach and pressed the European Commission for an appropriate initiative.
Before this background, a group of German scholars and practitioners of corporate law converged in order to investigate the sense and benefits of permanent capital and its individual elements quite broadly. Aside from a summary of the results, a total of 15 individual investigations of aspects of capital in Germany and their relationships to adjacent legal areas (accounting and insolvency, for example) are in the present volume, with 7 reports on foreign permanent capital (France, Great Britain, Italy, the Netherlands, Poland, Spain in the USA), each under the same questions such as the discourses on German law. The investigation seeks to convince the European Commission of the benefits of the 2nd Directive.
This work focuses on the European law governing business transactions and includes content and material on the harmonization of law. The introductory chapter on the fundamental basics is followed by the commentary section, which includes explanations of the individual directives and regulations. The next chapter covers the European Convention on the Law Applicable to Contractual Obligations, cross-industry consumer contract law, single business transactions in specific sectors and markets, and two-party business transactions.
This is the updated and fully revised new edition of the renowned standard work on European corporate and capital markets law. It contains a unique compilation of relevant EU legal acts with brief commentaries. It thoroughly considers the extensive reforms undertaken in recent years, especially in EU capital market law and in EU accounting and audit law.
European company law has been significantly further developed in the past few years: regulations on the European company (SE) and the European cooperative society (SCE) have been in effect for quite some time; and the European limited liability company (SPE) will soon be adopted into law and is already recognizable in terms of its essential features.This unique and groundbreaking compendium on European company law addresses these developments, which are highly relevant to the daily practice, and makes the new legal situation accessible to the reader through brief and precise explanations. The new edition has also been expanded to include European capital market law, which continues to draw considerable attention as a result of the latest financial crisis. This work also includes all significant EU norms with brief commentaries, and thus provides a comprehensive overview in one volume.
Die Mobilitätsrichtlinie vollendet zusammen mit der Digitalisierungsrichtlinie das EU Company Law Package und bildet die Grundlage für größere Mobilität von Kapitalgesellschaften in der EU, indem sie für Kapitalgesellschaften einheitliche Regelungen für grenzüberschreitende Umwandlungen schafft. Allerdings ergeben sich im Zuge der Umsetzung der Richtlinie in nationales Recht zahlreiche Grundsatz- und Detailfragen, denen sich die Beiträge des Sonderhefts widmen. Nach einem Grundlagenbeitrag von Teichmann zum Verhältnis von Niederlassungsfreiheit und grenzüberschreitenden Umwandlungen erläutert Schollmeyer den Gesetzentwurf. Sodann widmet sich Krenek der zentralen Frage des Minderheitsschutzes. Thole beleuchtet anschließend den Gläubigerschutz. Es folgt ein Beitrag von Heckschen zum grenzüberschreitenden Verfahren, woran sich Förster mit der Missbrauchsprüfung anschließt. Abgerundet wird der Band mit einem Aufsatz von Schubert zur Mitbestimmung der Arbeitnehmer und einem Beitrag von Zwierlein-Forschner zu grenzüberschreitenden Umwandlungen außerhalb der Mobilitätsrichtlinie.