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where insolvency is impending according to the current uneven company-law framework and the harmonizing provisions drafted … directors' creditor-regarding duties where the business is nearing insolvency. Whilst they may theoretically constitute an … by enhanced directors' duties in the vicinity of insolvency. On the contrary, far from duplicating the remedies available …
Persistent link: https://www.econbiz.de/10012901467
The European Union (EU) has been debating for several years whether to change from the legal capital regime as regulated under the Second Company Law Directive to a solvency test regime as applied in the US, for example. Based on an analysis of direct compliance costs and capital maintenance...
Persistent link: https://www.econbiz.de/10013116516
eyed understanding of how each system works in actual practice, not just in theory, lest we make policy mistakes …
Persistent link: https://www.econbiz.de/10011496242
We address one of the cardinal puzzles of European corporate law: the lack of derivate shareholder suits. We explain this phenomenon on the basis of percentage limits which require shareholders to hold a minimum amount of shares in order to bring a law suit. We show that, under this legal...
Persistent link: https://www.econbiz.de/10013068394
This paper sheds light on a structural problem affecting all M&A laws: deals are complex and unique, while the law is general. In particular, target companies have a particular ownership structure that must fit the paradigm contemplated by the law, which in the European Union consists almost...
Persistent link: https://www.econbiz.de/10012898923
European corporate law and corporate governance are moving ahead beyond expectation. Some British voices called this “a renaissance in the past decade”. In December 2012, the European Commission came forward with an Action Plan that combines both corporate law and corporate governance rules...
Persistent link: https://www.econbiz.de/10013004015
post-merger R&D efforts (including lower expenditure). SIEIC is distinct from the mainstream unilateral effects theory of … analysis lies a fundamental question of competition theory: under what conditions can variations of existing economic models be … applied in merger cases? This paper is divided into three sections. In Section I, the SIEIC theory of harm is described and …
Persistent link: https://www.econbiz.de/10012852989
Regulatory competition in company law has been extensively debated in the last few decades, but it has rarely been discussed whether there could also be regulatory competition in partnership law. This article fills this gap. It addresses the partnership law of the US, the UK, Germany, and...
Persistent link: https://www.econbiz.de/10014215779
Persistent link: https://www.econbiz.de/10010384732
This paper explores path dependency theory in relation to the evolution of corporate law systems. It is accepted … continued harmonisation of insolvency law in the European Union. Path dependency scholarship provides us with a theoretical … framework which might assist in understanding and addressing challenges to the goal of further harmonisation of insolvency laws …
Persistent link: https://www.econbiz.de/10013048380