Law 5110 Study Guide - Quiz Guide: European Corporate Law, Corporate Law, Investment
Business Vehicles in Europe
• Corporate law definition
o Legal norms relating to certain types of business organisations
• ECJ – daily mail case
o Companies are creatures of national law
• Factors leading to states introducing new business vehicles
o The urge to limit joint and several liability of members
o The need to suit small and medium size enterprises
o Catering for social enterprises, for which three types exist:
▪ Those whose goal is a common good
▪ When their profits are reinvested into a social objective
▪ When their organisation reflects democratic and participatory principles
o The ECJ’s plan to encourage freedom of movement
Legal Sources of European Company Law
• Primary Law
o Article 49 and 54 TFEU – Freedom of establishment
• Secondary EU law
o Article 288 TFEU – Directives
o Article 288 TFEU – Regulatins
• Supplementary
o CJEU case law
Company Law Directives
Number
In Force?
Subject
1st Directive
Partly – disclosure
amended by 2012/17
Concerns:
• Disclosure of pre-formation
information
• Nullity in case of fault
• The pre-incorporation stage
• Representation of the company to
third parties
2nd Directive
Yes
Capital Requirements as well as its protection
3rd Directive
Yes
Mergers of public companies
4th Directive
Consolidated in 2013/34
The structure and requirements of annual
accounts
5th Directive
Never in place – FAILED
Concerned company officers
6th Directive
Yes
It enumerates the process when a company
wants to divide itself
7th Directive
Consolidated in Directive
2013/34
Concerned the final accounts of companies
and how to incorporate the accounts of their
subsidiaries into their final accounts
8th Directive
Consolidated in 2013/34
This concerned statutory audits of final
accounts
9th Directive
FAILED
This concerned different types of company
groups i.e. branches, subsidiaries etc.
10th Directive
Partly – disclosure has been
consolidated in 2012/17
This concerns cross-border mergers of
companies
11th Directive
Partly – disclosure has been
consolidated in 2012/17
Disclosure for branches
12th Directive
YES
Single member private companies (SUP)
13 directive
YES
Takeoverbids
14th Directive
NO - ONLY PROPOSED
Cross-border transfer of a company’s
registered office
Directive
2013/34
PARTLY – disclosure for
diversity shit amended by
2014/95
This consolidated the 4th, 7th and 8th
Directive
2014/95
Yes
Amended 2013/34
Directive
2012/17
Yes
Amends 1st, 10th, 11th Directives
Directive
2007/36
Yes
Rights of shareholders
Directive
2017/828
Yes
Amending 2007/36
SE regulation
Yes
Establishing the European Public Company
SE directive
Yes
Employee involvement inside the SE
SPE regulation
NO – FAILED
European Private company – very unpopular
SUP directive
NO – proposed
SuP – European single member private
company
Types of business vehicle
Concept
Sole Trader
Partnership
Private Company
Public
Company
Characteristi
cs
• Most
Common
business
vehicle in
practice
• Own boss
• No legal
basis
• Applicabl
e laws
include
contract,
labour
law (for
• Based on a
contract between
two or more
persons
• Assets belong to
the partners as a
whole
• They are mutual
agents and are
jointly and
severally liable
• Limited Partners
1. Legal personality
2. Limited liability
3. Transferable shares
4. Delegated
management under
a board structure
5. Investor ownership
• A business vehicle
for smaller
businesses
1. Legal
personality
2. Limited
liability
3. Transferable
shares
4. Delegated
management
under a
board
structure
5. Investor
ownership
Document Summary
Legal sources of european company law: article 49 and 54 tfeu freedom of establishment, primary law, secondary eu law, article 288 tfeu directives, article 288 tfeu regulatins, supplementary, cjeu case law. Concerns: disclosure of pre-formation information, nullity in case of fault, the pre-incorporation stage, representation of the company to third parties. Never in place failed concerned company officers. It enumerates the process when a company wants to divide itself. Concerned the final accounts of companies and how to incorporate the accounts of their subsidiaries into their final accounts. Partly disclosure has been consolidated in 2012/17. This concerned different types of company groups i. e. branches, subsidiaries etc. 14th directive no - only proposed cross-border transfer of a company"s. Partly disclosure for diversity shit amended by. Characteristi cs: most, based on a contract between two or more persons, assets belong to the partners as a whole, they are mutual agents and are jointly and severally liable, limited partners.
