European Company Law, 2nd edition

Over the last decade, European company law has been re-written completely. Virtually no EU measure remained unchanged and most of them have undergone fundamental reform. This book discusses the EC/EU law first including all instruments through which it is transposed into the national law systems. However, where no EC/EU law exists, a comparative law discussion and policy aspects, namely law and economics, fill the gaps. The whole organism of (limited liability) company law is thus covered.

Author(s):
Stefan Grundmann
Series:
Ius Communitatis
Volume:
1
book | published | 2nd edition
November 2011 | lvi + 984 pp.

Paperback
€185.-


ISBN 9781780683973


Alternative prices
- Student price: €50.-

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Details

Over the last decade, the time period that is also covered by the two editions of this book, European company law has been re-written completely. Virtually no EU measure remained unchanged and most of them have undergone fundamental reform. This is astonishing since almost half of these measures only came into existence after the turn of the millennium.

In the last five years ‘modern’ European company law has been characterized by a strong foundation of accounting law, i.e. the basic information scheme in international models (IFRS), the practicability and reality of cross-border mobility in its different types, the considerable success – at last – of European company types, namely in the form of the European Company which has been adopted by many blue chip companies, and finally by governance, governance and governance. The latter also experiencing a remarkable renaissance of shareholders’ rights, namely voting right schemes. In times of crisis this is the equipment with which the challenges have to be met.

This book discusses the EC/EU law first including all instruments through which it is transposed into the national law systems. However, where no EC/EU law exists, a comparative law discussion and policy aspects, namely law and economics, fill the gaps. The whole organism of (limited liability) company law is thus covered.

In addition to organization, accounting, finance and the closely related capital market law European Company Law covers the cornerstones of EC/EU corporate tax and insolvency law. This broad scientific perspective of the ‘European’ in company law remains unique and is of greatest value for top-level practice and highly-ranked policy discussions.


About this edition
‘With expert works like this one by professor Grundmann, richly referenced and fairly open to auxiliary sciences (such as the economic analysis of law), the doctrine should be able to rationalise and effectively guide the discussion. From within France we should wish - and act –so that this scientific systematisation effort does not become […] the monopoly of our colleagues from across the Rhine; colleagues to whom we are grateful for their careful pioneering.’
Louis D’Avout in RTDeur (2012) lxx


About the first edition
‘Both the general reader [...] and those interested more specifically in company law and corporate finance will benefit from this book. It makes valuable reading for academics, practitioners and regulators/policy makers, and is very stimulating and welcome.’
Thomas Papadopoulos in Common Market Law Review 2009 (1019).

Chapters

Table of Contents (p. 0)

PART 1. FUNDAMENTALS AND OVERVIEW

CHAPTER 1. SUBJECT MATTER, FUNCTIONS OF EUROPEAN COMPANY LAW AND METHODS (p. 1)

CHAPTER 2. OVERVIEW OF THE MATERIAL AND ITS STRUCTURE (p. 53)

PART 2. FORMATION OF COMPANIES AND CURRENT OPERATION

CHAPTER 1. GENERAL QUESTIONS (p. 119)

CHAPTER 2. VALIDITY AND THIRD PARTY RELATIONSHIPS (p. 145)

CHAPTER 3. STRUCTURE AND MEMBERS’ PARTICIPATION RIGHTS IN PUBLIC LIMITED COMPANIES (KEY COMPONENTS AND COMPARATIVE LAW) (p. 247)

CHAPTER 4. PRESENTATION OF BUSINESS RESULTS (p. 353)

PART 3. FINANCING ON CAPITAL MARKETS

CHAPTER 1. GENERAL QUESTIONS (p. 441)

CHAPTER 2. LAW ON PRIMARY MARKETS (ISSUING AND LISTING SHARES AND BONDS) (p. 477)

CHAPTER 3. LAW ON SECONDARY MARKETS (TRADING SHARES AND BONDS) (p. 525)

CHAPTER 4. TAX TREATMENT (p. 565)

PART 4. CROSS-BORDER ESTABLISHMENT AND STRUCTURAL CHANGES

CHAPTER 1. GENERAL QUESTIONS (p. 575)

CHAPTER 2. SECONDARY ESTABLISHMENT AND TRANSFER OF SEAT (p. 631)

CHAPTER 3. MERGER AND DIVISION OF PUBLIC LIMITED COMPANIES (p. 667)

CHAPTER 4. TAKEOVER OF PUBLIC LIMITED COMPANIES AND GROUPS OF COMPANIES (p. 713)

CHAPTER 5. TAX TREATMENT (p. 783)

PART 5. SUPRANATIONAL TYPES OF COMPANY

PART 5. SUPRANATIONAL TYPES OF COMPANY (p. 803)

PART 6. WINDING-UP AND INSOLVENCY

PART 6. WINDING-UP AND INSOLVENCY (p. 885)

PART 7. SUMMARY AND CONCLUSIONS

PART 7. SUMMARY AND CONCLUSIONS (p. 921)

CHRONOLOGICAL TABLE OF ECJ CASES (p. 947)

GENERAL BIBLIOGRAPHY (p. 955)

ANALYTICAL INDEX (p. 961)

About the series:

Ius Communitatis

The series Ius Communitatis – Textbooks on European Union Law de lege lata focuses on various aspects of European Union Law.

The volumes cover the most important topics in the ‘Europeanisation’ of law. For practitioners – solicitors and barristers, corporate lawyers, judges or lawyers in state authorities or ministries – who do not wish to turn a blind eye to European law, the series provides a reliable treatment with sufficiently detailed references to the important problems. The volumes provide practitioners with all they need on the EC level, and moreover give comparative law and legal policy insight. As a series, they give an overview of those areas most affected by European law. Likewise, they provide advanced students with material for excellent examination results. Each volume is written by an authoritative expert in the field. The remaining volumes will follow in 2008 and 2009. All the books in the Ius Communitatis-Series focus on Community regulations as experienced in daily practice. Each volume covers the entire field of law in a distinctive and comprehensive way.

The series is published under the editorial supervision of Prof. Dr. Dr. Stefan Grundmann LL.M. (Humboldt-Universität zu Berlin, Germany), the co-founder of the Society of European Contract Law (SECOLA).

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