Economics 3366A/B Study Guide - Quiz Guide: Companies Act 2006, Stakeholder Theory, Takeover
22 Sep 2020
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No eu legislation on cross-border divisions (yet) Cross-border divisions only possible in norway, finland, denmark, czech. Republic, italy, cyprus and spain (not possible in other eu ms, or at least no framework) Can be argued that case-law of cjeu obliges ms to put legislation on cross-border divisions in place if they allow domestic divisions (similar to reasoning in sevic) Possibilities to carry out cross-border division between countries which do not have. Cbd procedure in place: domestic division and subsequent cross-border seat transfer; cbd based on freedom of establishment (vale, sevic). Mobility package still has to be adopted/implemented but will provide basis in the future. Company has two types of seats: registered office & real seat. Former is address of company where it is registered; latter depends on national law but generally is where management board meets. Two theories: incorporation theory (registered office determines applicable national law) & real seat theory (real seat determines applicable national law).
