European Company Law

This book deals with European Company Law. Whilst many are (more or less) aware of what a company is, and of the fields that company law covers, a clarification of the adjective ‘European’ is required. Similarly to the US or other federal systems, companies established and/or operating in any of the Member States of the European Union (hereafter EU) are regulated by the company laws of the Member States. However, on the one hand, the company laws of the Member States must comply with some rules and principles which constitute the body of a supranational set of laws delivered by the EU institutions, binding as either hard or soft law. On the other hand, notwithstanding that the EU is neither sovereign State nor a federation of States, its institutions may issue acts directly binding all citizens and companies established and/or operating in the EU, thereby prevailing over the company laws of the Member States. Therefore, the adjective ‘European’ qualifying company law here is intended to make direct reference to the legal rules and principles of company law enshrined in the sources of law of the EU. In turn, this book is not intended to deal with the individual/domestic company laws of EU Member States, unless it is necessary for a better understanding of EU law. Since European Company Law has become an important study matter for lawyers of EU Member States, many European (and not only European) universities offer courses in European Company Law, or broader courses including European Company Law (such as European Business Law or Comparative Company Law). Therefore, this book aims to give an insight into the existing European Company Law and shed some light on its foresee- able future development. It includes seven Parts. Part I explains what European Company Law is, where it comes from and where it is potentially going. Part II illustrates how companies formed under EU Member States’ laws may enjoy the freedom of establishment and the freedom to provide services. Parts III–IV describe the common rules for establishing, financing and accounting in a company. Part V concerns corporate governance, includ- ing management and control, shareholders’ rights and general meeting issues. Parts III–V reflect the structure of the SE (Societas Europaea) Statute, whilst Comp. by: SIVASANKAR Stage: Revises1 Chapter No.: FrontMatter Title Name: DeLuca Date:29/1/21 Time:08:38:49 xxii Page Number: 22 Preface also discussing the EU Company Law Directives. Part VI gives a brief overview of capital markets and takeover law. Part VII deals with merger and division, as well as with winding-up, liquidation and insolvency of companies (based on the Regulation on Insolvency Proceedings and on the Directive on Restructuring and Insolvency). Each Part is further divided into chapters and paragraphs. The book is designed so that the reader may easily recognise explanatory commentary, cases and materials (EU legislation, European Court of Justice cases, official documents or excerpts from scholarly papers) as well as references for further reading (scholarly papers or other cases and mater- ials): these references are mainly designed to support more in-depth study (papers or final dissertations). Indeed, this book is expressly designed to support law students – both in residence and those visiting on exchange programme basis, undergraduate as well as postgraduate ones – and to help familiarise them with European Company Law. The book itself is the outcome of many years teaching this subject at Luiss University – Guido Carli in Rome, and is dedicated to my wife Grazia and to all my (past and future) students. I wish to thank those who gave me their class notes, read earlier drafts and provided me with valuable comments from a ‘consumer perspective’. For the second edition, I have also benefited from the book reviews and comments of academics and students of many European universities who read the first edition as an adopted textbook or having chosen to read it for their studies. This book would have not come to fruition without their support. The usual disclaimers apply.