European Corporate Law
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European Corporate Law
European company law is a part of European Union law, which concerns the formation, operation and insolvency of companies (or corporations) in the European Union. The EU creates minimum standards for companies throughout the EU, and has its own corporate forms. All member states continue to operate separate companies acts, which are amended from time to time to comply with EU Directives and Regulations. There is, however, also the option of businesses to incorporate as a ''Societas Europaea'' (SE), which allows a company to operate across all member states. History There have been, since the European Community was founded in 1957, a series of directives creating minimum standards for business across the European Union. A central aim restated in each Directive is to reduce the barriers to freedom of establishment of businesses in the European Union through a process of harmonising the basic laws. The object is that when laws are harmonised, business will not be deterred by differ ...
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European Union Law
European Union law is a system of rules operating within the member states of the European Union (EU). Since the founding of the European Coal and Steel Community following World War II, the EU has developed the aim to "promote peace, its values and the well-being of its peoples". The EU has political institutions, social and economic policies, which transcend nation states for the purpose of cooperation and human development. According to its Court of Justice the EU represents "a new legal order of international law".''Van Gend en Loos v Nederlandse Administratie der Belastingen'' (1963Case 26/62/ref> The EU's legal foundations are the Treaty on European Union and the Treaty on the Functioning of the European Union, currently unanimously agreed on by the governments of 27 member states. New members may join if they agree to follow the rules of the union, and existing states may leave according to their "own constitutional requirements".TEart 50 On the most sophisticated di ...
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Shareholders
A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law the corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself. The influence of a shareholder on the business is determined by the shareholding percentage owned. Shareholders of a corporation are legally separate from the corporation itself. They are generally not liable for the corporation's debts, and the shareholders' liab ...
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Undertakings For Collective Investment In Transferable Securities Directive 2009
The Undertakings for Collective Investment in Transferable Securities Directive (UCITS2009/65/ECis a consolidated EU directive that allows collective investment schemes to operate freely throughout the EU on the basis of a single authorisation from one member state. EU member states are entitled to have additional regulatory requirements for the benefit of investors. Evolution The objective of Directive 85/611/EEC, adopted in 1985, was to allow for open-ended funds investing in transferable securities to be subject to the same regulation in every Member State. It was hoped that once such legislative uniformity was established throughout Europe, funds authorised in one Member State could be sold to the public in each Member State without further authorisation, thereby furthering the EU's goal of a single market for financial services in Europe. The reality differed somewhat from the expectation due primarily to individual marketing rules in each Member State that created obstacles ...
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Institutions For Occupational Retirement Provision Directive 2003
The Institutions for Occupational Retirement Provision Directive''2016/2341is a European Union Directive designed to create an internal market for occupational retirement provision. It lays down minimum standards on funding pension schemes, the types of investments pensions may make and permits cross-border management of pension plans. The original Directive was released in 2003, and was replaced in 2016. 2003 Directive contents The original Directive 2003/41/EC contained articles on the following issues. *art 2, scope *art 3, application to social security schemes, covered by Regulations (EEC) No 1408/71 and (EEC) No 574/72, insofar as they run non-compulsory occupational plans *art 4, member states can apply this to insurance companies that do retirement, which are already covered by Directive 2002/83/EC, in which case they must ring fence their assets. *art 5, exemption for schemes under 100 members *art 6, definitions *art 7, institutions activities should be limited to reti ...
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Codetermination
In corporate governance, codetermination (also "copartnership" or "worker participation") is a practice where workers of an enterprise have the right to vote for representatives on the board of directors in a company. It also refers to staff having binding rights in work councils on issues in their workplace. The first laws requiring worker voting rights include the Oxford University Act 1854 and the Port of London Act 1908 in the United Kingdom, the Act on Manufacturing Companies of 1919 in Massachusetts in the United States (although the act's provisions were completely voluntary), and the Supervisory Board Act 1922 (''Aufsichtsratgesetz 1922'') in Germany, which codified collective agreement from 1918. Most countries with codetermination laws have single-tier board of directors in their corporate law (such as Sweden, France or the Netherlands), while a number in central Europe (particularly Germany and Austria) have two-tier boards. The threshold of a company's size where co- ...
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Supervisory Board
In corporate governance, a governance board also known as council of delegates are chosen by the stockholders of a company to promote their interests through the governance of the company and to hire and fire the board of directors. In civil service, a supervisory board or regulatory board is often a legislatively independent body with authority over other non-governmental boards (i.e. boards embedded within and run by industry bodies), such as found in some systems of regulated marketing, especially in the agricultural sector. The scope of supervision is to supervise other supervisory bodies. Industry boards are typically oriented toward their own stakeholders, while the second-instance supervision takes a broader view of all stakeholders, including the public interest. Corporate governance varies between countries, especially regarding the board system. There are countries that have a one-tier board system (like the U.S.) and there are others that have a two-tier board sys ...
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Draft Fifth Company Law Directive
The Draft Fifth Company Law Directive (1972–2001) was a European Union proposed directive for a right of co-determination in large companies, i.e. for employees to vote for boards of directors. The draft went through several major revisions, but was never agreed by enough member states and was formally withdrawn in 2001. History 1972 revision The first Draft Fifth Company Law Directive was adopted by the Mansholt Commission under Commissioner Haferkamp ( SPD) on 27 September 1972 proposed that companies must have two-tiered boards of directors and that companies of over 500 workers should appoint one third of members to a supervisory board. 1983 revision On 28 July 1983 a further revision was adopted by the Thorn Commission under Commissioner Narjes ( CDU) in an attempt to secure new agreement. The requirement of two tier board was abandoned and the threshold was raised to 1000 workers before codetermination would be required. It envisaged that either board representation ...
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Corporate Groups
A corporate group or group of companies is a collection of parent and subsidiary corporations that function as a single economic entity through a common source of control. These types of groups are often managed by an account manager. The concept of a group is frequently used in tax law, accounting and (less frequently) company law to attribute the rights and duties of one member of the group to another or the whole. If the corporations are engaged in entirely different businesses, the group is called a conglomerate. The forming of corporate groups usually involves consolidation via mergers and acquisitions, although the group concept focuses on the instances in which the merged and acquired corporate entities remain in existence rather than the instances in which they are dissolved by the parent. The group may be owned by a holding company which may have no actual operations. In Germany, where a sophisticated law of the " concern" has been developed, the law of corporate groups ...
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Draft Ninth Company Law Directive
Draft, The Draft, or Draught may refer to: Watercraft dimensions * Draft (hull), the distance from waterline to keel of a vessel * Draft (sail), degree of curvature in a sail * Air draft, distance from waterline to the highest point on a vessel Selection processes * Draft (politics), groundswell of support to compel a candidate to run for office * Draft (sports), selection of players for professional sports teams * Conscription, selection for e.g. military service Entertainment * Draft (musician) (born 1986), Electronic musician and DJ * ''Drafted'' (comics), a 2007 comic released by Devil's Due Publishing * ''The Draft'' (comics), a 1988 one-shot comic book from Marvel Comics * The Draft (band), an American punk rock band * '' Draft 7.30'', a 2003 album by British electronic band Autechre * WWE draft, a World Wrestling Entertainment program which drafts superstars to different WWE brands * Draughts, board game, a.k.a. checkers * The Draft (''The League''), the series ...
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Securities Exchange Act 1934
A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equities and Fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants. Securities may be represented by a certificate or, more typically, they may be "non-certificated", that is in electronic ( dematerialized) or "book entry only" form. Certificates may be ''bearer'', meaning they entitle the holder to rights under the security merely by holding the security, or ''registered'', meaning they entitle the holder to rights only if they appear on a sec ...
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