German Corporate Governance In International And European Context

Author: Jean J. du Plessis
Publisher: Springer Science & Business Media
ISBN: 3642230059
Size: 24.20 MB
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Corporate governance encompasses the free enterprise system, which is treated comprehensively in this book from a German perspective. This distinguishes the book from other books written in English in this subject area, not only because of the comprehensive way it covers German corporate law and corporate governance, but also because of the fact that it provides international and European perspectives on these important topics. This second edition is an extensively revised and updated version of the first edition, in particular with a view to the worldwide debt crisis. The authors provide readers with an overview of the unique features of German business and enterprise law and an in-depth analysis of the organs of governance of German public limited companies (general meeting, management board, supervisory board). In addition, approaches for reforms required at the international level are also suggested and discussed, including, among others, the unique interplay and dynamics of the German two-tier board model with the system of codetermination, referring to the arrangement of employees sitting on the supervisory boards of German public limited companies and private companies employing more than 500 employees; also covered are significant recent legal developments in Europe. The book highlights the core function of valuation and financial reporting at the international, European and German levels, with accounting as the documentary proof of good corporate governance. It also expands the scope of the first edition by a treatment of the German financial sector, global corporate finance and governance, and by including a new chapter on compliance of corporate governance laws, rules and standards in Germany. As far as comparative law is concerned, new developments in the area of corporate governance in the EU, the OECD Principles of Corporate Governance and corporate governance in the US, the UK and Australia are covered. The book is addressed to researchers, practitioners and basically anyone with an interest in the complex, but intriguing areas of corporate law and corporate governance.

Cross Border Mergers In Europe

Author: Dirk Van Gerven
Publisher: Cambridge University Press
ISBN: 113950214X
Size: 14.18 MB
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This discussion of the Cross-Border Merger Directive and its implementing legislation in each Member State of the European Union and the European Economic Area provides companies and their advisors with useful insight into the legal framework applicable to, and the tax treatment of, cross-border mergers throughout the European Economic Area. Analysis of the Community rules laid down in the Cross-Border Merger Directive and the Community rules on the tax treatment of cross-border mergers is complemented by chapters on the implementing legislation in each Member State, prepared in accordance with a common format and contributed by a practitioner from each state. Annexes contain the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a list of the implementing legislation in each Member State (Annex III).

European Cross Border Mergers And Reorganisations

Author: Jérôme Vermeylen
Publisher: OUP Oxford
ISBN: 0191630993
Size: 74.24 MB
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The most comprehensive guide to all techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries and scholars working in the field. Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique. As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements. The book also considers other cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea, or a Societas Cooperativa Europea, and the cross-boarder transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Reorganisations: Law and Practice is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.

German Limited Liability Company

Author: Rüdiger Volhard
Publisher: John Wiley & Son Ltd
ISBN: 9780471965817
Size: 36.21 MB
Format: PDF, Mobi
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German Limited Liability Company Edited by R?diger Volhard and Arndt Stengel P?nder, Volhard, Weber & Axster The German limited liability company (GmbH) is the most common business form in Germany - over 600,000 GmbH companies compared with just 3,000 stock corporation companies. To run a successful operation in Germany, foreign investors must understand the GmbH. Recognising this need, the authors of German Limited Liability Company have drawn on years of experience advising domestic and international clients to produce a practical and comprehensive guide. Through a combination of the lawyer's grasp of company law and a commercial understanding of corporate finance, the authors not only anticipate common questions and problems facing potential investors but also tackle numerous unforeseen legal and business considerations vital to understanding the German marketplace. German Limited Liability Company covers the following key areas: * nuts and bolts overview of German corporate law - choice of entity, formation, shareholders' and directors' duties, articles of association, registration formalities * corporate finance and corporate law - debt and equity financing, capital measures, mergers and reorganisations, rescue restructures * tax - introduction to German tax law, tax-efficient structuring of an acquisition, thin capitalization, non-resident directors The most frequently raised issues on employment law, directors' liabilities, social insurance and residence and work permits are also dealt with. Dual language versions of the key documentation together with a comprehensive list of terminology provide the reader with practical support. With its breadth of coverage and problem solving advice, German Limited Liability Company is essential reading for all investors, directors, lawyers and consultants serious about doing business in Germany.

The European Foundation

Author:
Publisher: Cambridge University Press
ISBN: 1139452762
Size: 63.13 MB
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The European Commission is already preparing the future framework of not-for-profit organizations which will be available to Europeans. The aim of the European Foundation Project is to develop the legislative draft for the legal form of a European Foundation. A team of experts in comparative law from across Europe, commissioned by the Bertelsmann Foundation, the Compagnia di San Paolo, and the ZEIT-Stiftung Ebelin and Gerd Bucerius, has undertaken feasibility research, and developed a proposal. The resulting draft legislation is clearly presented here in a way which makes it easy for the reader to locate information on specific legal issues. The draft is supported by comprehensive explanatory chapters, as well as comparative chapters on each issue which cover European countries, the USA and China. This book lays the groundwork for policy and advocacy initiatives in the European foundation and the not-for-profit sector.

European Comparative Company Law

Author: Mads Andenas
Publisher: Cambridge University Press
ISBN: 113947619X
Size: 40.67 MB
Format: PDF, Kindle
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Company law is undergoing fundamental change in Europe. All European countries have undertaken extensive reform of their company legislation. Domestic reform has traditionally been driven by corporate failures or scandals. Initiatives to make corporate governance more effective are a feature of recent European law reform, as are measures to simplify and ease burdens on smaller and medium-sized businesses (SMEs). An increasing EU harmonisation is taking place through the Company Law Directives, and the free movement of companies is also facilitated by the case law of the European Court of Justice on the directives and the right to free movement and establishment in the EC Treaty. New European corporate forms such as the European Economic Interest Grouping (EEIG) and the European Company (SE) have added new dimensions. At a time of rapid development of EU and national company laws, this book will aid the understanding of an emerging discipline.

The European Private Company Societas Privata Europaea Spe

Author: Heribert Hirte
Publisher: Walter de Gruyter
ISBN: 311026045X
Size: 65.57 MB
Format: PDF
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The planned European legal form Societas Privata Europaea (SPE) is a limited liability company of a closed group of shareholders, and thus is comparable to the German GmbH. At the European-level, the SPE serves as a supplement to the European Limited Liability Company (SE), which proved to be too difficult for small and medium-sized companies for various reasons. The SPE will be introduced on the basis of a European regulation, the content of which has been largely agreed to by the member states.

State Aid Law And Business Taxation

Author: Isabelle Richelle
Publisher: Springer
ISBN: 3662530554
Size: 42.63 MB
Format: PDF, ePub, Docs
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This book is a compilation of contributions exploring the impact of the European Treaty provisions regarding state aid on Member States’ legislation and administrative practice in the area of business taxation. Starting from a detailed analysis of the European Courts’ jurisprudence on Art.107 TFEU the authors lay out fundamental issues – e.g. on legal concepts like “advantage”, “selectivity” and “discrimination” – and explore current problems – in particular policy and practice regarding “harmful” tax competition within the European Union. This includes the Member States’ Code of Conduct on business taxation, the limits to anti-avoidance legislation and the options for legislation on patent boxes. The European Commission’s recent findings on preferential “rulings” are discussed as well as the general relationship between international tax law, transfer pricing standards and the European prohibition on selective fiscal aids.