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Vol 23 No 5 May/June 2018

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The Spirit of Corporate Law: Core Principles of Corporate Law in Continental Europe

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ISBN13: 9781849465885
Published: November 2013
Publisher: Hart Publishing
Country of Publication: UK
Format: Hardback
Price: £120.00 - Unavailable at Publisher

Reading the Company Law Action Plan of the European Commission (issued on 21 May 2003) it is impossible not to gain the impression that European company law policy is focused on listed companies, and that their efficiency will be enhanced, if possible, by means of state competition, and only out of necessity by means of harmonisation. The same is true of the new Action Plan on European company law and corporate governance (issued on 12 December 2012).

This book adopts a different approach, based first of all on the fact that throughout Europe only a small number of corporations are listed at all – the reality of corporate law is dominated by small and medium-size enterprises. Therefore legal standards pertaining to control transactions or investor protection and other topics of capital market law are not part of the core principles of corporate law. The question is not how to protect best the interests of shareholders but rather the interests of all parties affected by a firm's activities, including its creditors and third parties. The Treaty on the Functioning of the European Union reminds us not to forget that, especially when drawing the attention of the legislator to directives safeguarding “the protection of the interests of members and others” (art. 50).

This book focuses on the perspective of key jurisdictions in continental Europe, such as (in an alphabetical order) Austria, France, Germany, Italy, Spain, Switzerland, while also analysing seminal developments in the Netherlands, Portugal, and the Scandinavian countries.

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Company Law
Chapter 1. Introduction
I. Freedom and responsibility in European Corporate Law
II. Regarding the selection of legal systems under review
III. The current legal policy background of this study

Chapter 2. Minimum Capital and Capital Protection
I. Limitations on liability and transfer of risks
II. Fixed capital and minimum capital
III. Raising capital
IV. Other aspects of corporate formation
V. Capital maintenance
VI. Piercing the corporate veil (reach-through liability)

Chapter 3. The Structure of the Corporation
I. Organisational structure and plurality of interests
II. Organisational structure and limitation of risks
III. The members of the management body as "mandataries" of the shareholders IV. Delimitation of competences and hierarchy of the company organs V. Duties and liability of members of the management body

Chapter 4. Protection of Minority Interests
I. General principles
II. Formal minority protection
III. Substantive minority protection

Chapter 5. The External Control of Corporations
I. Purposes of control and instruments of control
II. Annual audit
III. Compulsory form
IV. Disclosure
V. The expansion of external controls as a desideratum in terms of legal policy

Chapter 6. The Future of European Company Law
I. At the outset
II. Conclusions from the individual chapters of the book
III. Conclusions for European legal policy in the area of corporate law