Gore-Browne on EU Company Law

Setting up, running and dissolving a business is never easy wherever the jurisdiction, but for EU Member States it is complicated by the effects of EU Directives on their own law and practice. EU Directives governing the regulation of companies have had profound effects on how businesses operate throughout Europe. In the UK, for example, the European Company (SE), money laundering legislation and developments in cross-border insolvency have all resulted from EU initiatives.

Gore-Browne on EU Company Law explains the impact of EU Directives and Regulations on company law, taxation, accounting and insolvency. Analytical in approach, it examines and monitors the implementation provisions in the UK, looks at forthcoming developments and Directives, analyses key cases from the European Court of Justice and discusses new EU business entities that are now available and are increasingly being used by Member States including the UK.

 In one looseleaf volume it contains the fully amended text of all the European Directives together with invaluable commentary on the implementation and purpose of each Directive.

 Benefits of the service include:

• Available in both print and online
• Extensive contents such as corporate forms, market abuse, transparency, take-overs, mergers, corporate governance, employee issues, cross-border mergers and insolvency.
• Analysis of how corporate rescue in the UK and Member States are affected by the UNCITRAL Model Law and the 2000 EC Regulation.
• Authoritative commentary on the implementation and purpose of each Directive and how it has been working in practice.
• Practical explanations of how EU legislation and cases can influence corporate activity across Member States
• Reproduces the amended text of the key EU Directives and other EU Regulations and EU guidance materials.
• A comprehensive source of cases from the European Court of Justice which must be followed by UK courts
• Expanded coverage of European Tax Law, including detailed analysis of the key European Court rulings on Member States' direct taxes

Gore-Browne on EU Company Law is an invaluable guide for solicitors, barristers and accountants, and anybody practising in or researching company and insolvency law.

To arrange your FREE 14-day trial to the online service or to find out how a print or online subscription to Gore-Browne on EU Company Law will benefit your day-to-day work contact our Account Management Team today.

Contents

• Introduction and core company law provisions
• Corporate governance and corporate social responsibility
• Conflicts of law
• Employee issues
• Corporate forms
• European company statute
• Cross border mergers and merger regulation
• Takeovers
• Market abuse
• Money laundering
• Financial services and securities regulation
• Taxation
• Financial reporting and accounting
• Insolvency
• Transactions
• Joint ventures
• Proposed draft directives

• 

  Stuart Fleet

  Partner
  Kaye Scholer

• 

  Dr Carsten Gerner-Beuerle

  Associate Professor of Law
  London School of Economics

'Gore-Browne on EU Company law is a very well written looseleaf work which covers a substantial amount of material on international company law. It very helpfully reproduces at the end of each chapter some of the key primary materials which are the subject of analysis in the relevant chapter. This is a looseleaf which does not stop at just reciting the law as it currently stands, but it goes further in that it supplies a truly interesting critique of the current state of the law with good referencing to other commentary. Being a looseleaf, it is completely up to date with the latest domestic and international case law on company law. However, it also includes some very useful commentary on ongoing changes to existing legislation. I strongly recommend it to all professionals who practice in company law and whose work has a cross-border element to it.'

Stefan Ramel LLB, LLM (Cantab), Barrister, Guildhall Chambers, Bristol

GENERAL EDITOR

Dr Carsten Gerner-Beuerle, Assessor iur, LLM, PhD, Associate Professor of Law, London School of Economics and Political Science

CONSULTANT EDITOR

Stuart Fleet, Partner, Kaye Scholer, London

CONTRIBUTORS

Katherine Apps, MA (Cantab), LLM (Harvard), Barrister, Littleton Chambers
Dr Mark Butler, Lecturer in Law, Lancaster University
Philippa Chatterton, Senior Associate, Nabarro LLP
Ekaete Efretuei, Lecturer in Accounting and Programme Director for BSc Accounting and Finance, Newcastle University London
Dr Liza Lovdahl Gormsen, Director of the Competition Law Forum and Senior Research Fellow in Competition Law, British Institute of International and Comparative Law
Andrew Henderson, Partner, Eversheds LLP
Michael Schillig, Senior Lecturer in Employment Law, School of Law, University of Manchester
Joan Loughrey, Professor, Deputy Head of the School of Law, University of Leeds
Michael Lyons, Partner, Clifford Chance LLP, London
Gerard McCormack, Professor of International Business Law and Director of the Centre for Business Law and Practice, University of Leeds
Dr Jonathan Mukwiri, Barrister, Senior Lecturer in Law and Director of Undergraduate Studies, Durham Law School
Dr Christiana Panayi, Professor in Tax Law, Centre of Commercial Law Studies, Queen Mary, University of London; Researcher at the Institute for Fiscal Studies
Michael Schillig, Reader in International Commercial and Financial Law, School of Law, King's College London
Richard Smith, Partner, Mayer Brown International LLP
Matteo Solinas, Senior Lecturer in Commercial Law , School of Law, Victoria University of Wellington
Alasdair Steele, Partner, Nabarro LLP
Peter Stone, Lecturer in Law, University of Essex, Lecturer in Employment Studies, Manchester Business School
Chris Stott, Senior Associate PSL, Clifford Chance LLP, London

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Update 59

Seven chapters have been amended for Update 59.

Chapter 6 has some minor updating and includes the case of Elliniko Dimosio v Stroumpoulis, which touches on transnational insolvency and employee status.

Chapter 11 looks at the clarification of ‘merger by absorption’ when a subsidiary is involved. The case of Re Livanova plc and Sorin SpA is included as it relates to court approval for the completion of a merger. There is also an update on the proposals for reform and a Cross-Border Mobility Directive.

Taxation has been updated comprehensively by Christiana Panayi in Chapters 18 and 19 to include, in Chapter 18, an update on the schedule of proposed changes to the Mutual Assistance Directive and the Anti-Tax Avoidance Directive. Chapter 19 includes an update on the excess profit regime and the Luxembourg McDonald’s case and state aid. The latest cases are discussed including Pensioenfonds Metaal en Techniek v Skatteverket about outbound dividends and Commission v Portugal concerning exit taxes.

Chapter 20 includes just one minor change concerning clarification of the threshold for small companies.

Chapter 21 discusses the Privy Council case of Vizcaya Partners Ltd v Picard and the recognition of judgments given in the course of foreign insolvency proceedings. Nordic Trustee ASA v OGX Petroleo is also examined as it relates to disclosure obligations.

Chapter 22 considers forum shopping for schemes of arrangements in Re Codere Finance (UK) Ltd and ‘law suits pending’ and Article 15 in ENEFI v DGRFP.

 

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