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In order to facilitate the freedom of establishment for companies, the Commission is proposing rules regarding the use of digital tools and processes throughout companies’ lifecycles and rules regarding cross-border conversions, mergers and divisions. This initial appraisal of the Commission’s impact assessment on the proposals observes that the impact assessment is very wide in scope and hence quite complex, but nevertheless manages to make a persuasive case to back the regulatory action being proposed ...

Currently, EU company law is partially codified in Directive (EU) 2017/1132 relating to certain aspects of company law. Harmonisation of EU company law is a prerequisite for deploying a fully-fledged digital single market enabling all operators, in particular SMEs, to draw on the potential of the digital economy and to eliminate unnecessary barriers, while safeguarding their rights and providing legal and cyber security. Despite the recent codification and recently amended other pieces of EU company ...

This study presents an evaluation of the implementation and effects of the provisions of EU law on cross-border mergers and divisions. In this context, it focuses, in particular, on the EU Directives on the division of public limited liability companies (82/891/EEC) and on cross-border mergers of limited-liability companies (2005/56/EC), analysing their relevance, and in particular, the gaps and challenges in the application of these directives, in view of the potential for a further legislative ...

This note seeks to provide an initial analysis of the strengths and weaknesses of the European Commission's Impact Assessment (IA) accompanying the proposal for a Directive of the European Parliament and of the Council amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement, a Directive 2013/34/EU as regards certain elements of the corporate governance statement (COM (2014) 213),and a Commission Recommendation on the quality of corporate governance reporting ...

Some financial products facilitate (“Financial Instruments”’) the use of voting rights that can be considered questionable under the law (“Questionable Uses of Voting Rights”). These Questionable Uses of Voting Rights become apparent when, using the Financial Instruments, an investor is in a negative voting situation. This situation occurs when an investor, being indifferent to the impact of his vote for the company (“Empty Voter”), uses his vote to implement a conflict of interest, sometimes by ...

While ownership and control were under the effective supremacy of the firm’s (factual) owners at the beginning of the 20th century, the 21st century was entered by listed companies of which the growing size and the dispersion of ownership have paved the way for public corporations entailing systemic risk that are often characterized by a separation of ownership and control, coinciding the well-defined agency problem. While the agency problem was first attempted to be covered by monitoring mechanisms ...