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Vol 24 No 12 Dec 19/Jan 20

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Abuse of Companies

ISBN13: 9789403508924
Published: October 2019
Publisher: Kluwer Law International
Country of Publication: The Netherlands
Format: Hardback
Price: £124.00

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Abuse of Companies focuses on whether the corporate form is used as such to avoid liabilities or cover illegal acts, or whether abuse is practised to obtain certain advantages. The subject of this first-ever, in-depth survey and analysis garners more attention every day – both in legal literature and in popular media. Taken together, the authoritative contributions in this book clearly and comprehensively reveal typical situations where abuse may take place and how company law and other areas of law have tackled these incidents and practices in a variety of key jurisdictions. It gives an understanding of the background, implications and limitations of the different measures adopted to avoid abuse of companies.

What’s in this book:

Focusing on Europe but with global implications, the topics raised include the following:

  • how group structures may be used by multinational enterprises to escape regulation and avoid taxation
  • whether the decision to incorporate a company in a particular jurisdiction may be abusive companies set up for money laundering
  • letterbox companies formed as a front to allow a company to benefit from one legal regime and avoid others
  • ex post transfers of seats such as cross-border mergers and conversions
  • when the use of phoenix companies may constitute an abuse of the corporate form
  • how corporate mobility is used to circumvent worker participation, and
  • how online company formation and technological innovation may foster abuse

This book helps to explain how the line is drawn between abuse and (creative) use of the corporate form. Remedies covered include restricting the use of bearer shares, setting minimum capital requirements, piercing the corporate veil, ensuring transparency of beneficial ownership, using insolvency law to lodge claims against directors and shareholders and recover assets, and applying the general principle prohibiting abuse.

How this will help you:

There is no other book on the market focusing on abuse of companies and giving such a comprehensive analysis of the topic. Practitioners will get guidelines on how to avoid becoming involved in activities that may constitute abuse and how to address instances where abuse has occurred. Interested academics, legislators, and enforcement authorities in Europe and beyond will find this book’s perspectives invaluable.

Company Law
PART I: Distinguishing Abuse from Non-abusive Use of Companies
Abuse of Companies: An Introduction
Hanne S. Birkmose, Mette Neville & Karsten Engsig Sørensen
Abuse of Companies Through Choice of Incorporation?
Martin Gelter & Lécia Vicente
The Abuse of Company Groups
Janet Dine
Phoenix Companies as an Abuse of Companies
Michelle Welsh & Helen Anderson
Circumvention of Board Level Representation of Employees
Christoph Teichmann
PART II: Tackling Abuse in Company Law
Digital Abuse of Companies: Formation, Filing and Evasion
Florian Möslein
The Liability of Directors and the Abuse of Companies
Mariangela Iannaccone & Anna Rosa Adiutori
Veil Piercing and Abuse of the Corporate Form
Diederik Bruloot, Louis De Meulemeester & Christoph Van der Elst
Capital Requirements and the Abuse of Companies
Alessio Bartolacelli
Unmasking Shareholders and Directors to Prevent the Abuse of Companies
Blanaid Clark
PART III: Tackling Abuse in Other Areas
Abuse of Companies in Capital Market Law
Carsten Schirrmacher & Björn Schneider
Free Movement in the EU and the Abuse of Companies
Karsten Engsig Sørensen
Anti-money Laundering Rules Against Abuses of Companies
Konstantinos Sergakis
Abuse of Companies and the Prohibition of Abusive Tax Practices
Pasquale Pistone
Abuse of Companies and Insolvency Law
Stephan Madaus
Abuse of Companies and Posting of Workers
Natalie Videbæk Munkholm

Series: European Company Law Series

Third-Party Certifiers ISBN 9789403510910
Published July 2019
Kluwer Law International
Boards of Directors in European Companies ISBN 9789041141415
Published December 2013
Kluwer Law International
Corporate Governance as a Limited Legal Concept ISBN 9789041128737
Published May 2009
Kluwer Law International
Towards a Sustainable European Company Law ISBN 9789041127686
Published April 2009
Kluwer Law International
Piercing the Corporate Veil: A Transnational Approach ISBN 9789041125910
Published July 2007
Kluwer Law International
European Company Law in Accelerated Progress ISBN 9789041125293
Published July 2006
Kluwer Law International