Subjects:

Conflict of Laws

Contents:

Table of Cases

Table of Legislation

PART I: LEGAL STATUS OF FOREIGN COMPANIES. PRESENT STATE OF EUROPEAN LAW

1. Cross-Border Company Relationships in Europe. Main Features

2. Recognition Theories. Private International Law Treaties and EC Law

3. Provisional Conclusions

PART II: PRESENT STATE OF PRIVATE INTERNATIONAL LAW. A COMPARATIVE ANALYSIS

4. 'Incorporation' Countries Versus 'Real Seat' Countries

5. Provisional Conclusions

PART III: FUTURE OUTLOOKS. AN INTEGRATED LAW APPROACH

6. Treaty of Amsterdam. Synthesis of EC Law and Private International Law

7. Final Conclusions

Index

This book provides a much-needed analysis of this very important subject for company lawyers, including discussion of the principle of freedom of establishment, and focusing upon the key issue of determining where a corporation has its ""seat"" for legal purposes. A survey is given of current EC law and of private international law developments in three 'incorporation' countries (Netherlands, England and Switzerland) and three 'real seat' countries (Germany, France and Italy).

Following on from entry into force of the Treaty of Amsterdam, an integrated approach of EC law and private international law is advocated in order to develop instruments to facilitate cross-border company migration. Special attention is given to the 1998 EC Draft Proposal for a Fourteenth Company Law Directive on Cross-border Company Transfers.