Why should you subscribe to Gore-Browne on EU Company Law
Setting up, running and dissolving a business is never easy wherever the jurisdiction, but for EU Member States it is complicated by the effects of EU Directives on their own law and practice. EU Directives governing the regulation of companies have had profound effects on how businesses operate throughout Europe. In the UK, for example, the European Company (SE), money laundering legislation and developments in cross-border insolvency have all resulted from EU initiatives.
Gore-Browne on EU Company Law explains the impact of EU Directives and Regulations on company law, taxation, accounting and insolvency. Analytical in approach, it examines and monitors the implementation provisions in the UK, looks at forthcoming developments and Directives, analyses key cases from the European Court of Justice and discusses new EU business entities that are now available and are increasingly being used by Member States including the UK.
Gore-Browne on EU Company Law includes a succinct and informative section on the ongoing debate and developments regarding the proposals for legislation regarding single-member companies within the EU, which has been the subject of debate across Member States for nearly a decade. Read more on this topic...
In one looseleaf volume it contains the fully amended text of all the European Directives together with invaluable commentary on the implementation and purpose of each Directive.
The key features of Gore-Browne on EU Company Law are as follows:
- Extensive contents such as corporate forms, market abuse, transparency, take-overs, mergers, corporate governance, employee issues, cross-border mergers and insolvency.
- Analysis of how corporate rescue in the UK and Member States are affected by the UNCITRAL Model Law and the 2000 EC Regulation.
- Authoritative commentary on the implementation and purpose of each Directive and how it has been working in practice.
- Practical explanations of how EU legislation and cases can influence corporate activity across Member States.
- It reproduces the amended text of the key EU Directives and other EU Regulations and EU guidance materials.
- It contains a comprehensive source of cases from the European Court of Justice which must be followed by UK courts.
- Expanded coverage of European Tax Law, including detailed analysis of the key European Court rulings on Member States' direct taxes.
- Available in print as well as LexisLibrary.
Gore-Browne on EU Company Law is an invaluable guide for solicitors, barristers and accountants, and anybody practising in or researching company and insolvency law.
Katherine Apps, MA (Cantab), LLM (Harvard), Barrister, Littleton Chambers; Dr Mark Butler, Lecturer in Law, Lancaster University; Philippa Chatterton, Senior Associate, Nabarro LLP; Ekaete Efretuei, Lecturer in Accounting and Programme Director for BSc Accounting and Finance, Newcastle University London; Dr Liza Lovdahl Gormsen, Director of the Competition Law Forum and Senior Research Fellow in Competition Law, British Institute of International and Comparative Law; Andrew Henderson, Partner, Eversheds LLP; Michael Schillig, Senior Lecturer in Employment Law, School of Law, University of Manchester; Joan Loughrey, Professor of Law, School of Law, University of Leeds; Michael Lyons, Partner, Clifford Chance LLP, London; Gerard McCormack, Professor of International Business Law and Director of the Centre for Business Law and Practice, University of Leeds; Dr Jonathan Mukwiri, Barrister, Senior Lecturer in Law and Director of Undergraduate Studies, Durham Law School; Dr Christiana Panayi, Professor in Tax Law, Centre of Commercial Law Studies, Queen Mary, University of London; Researcher at the Institute for Fiscal Studies; Michael Schillig, Reader in International Commercial and Financial Law, The Dickson Poon School of Law, King's College London; Richard Smith, Partner, Mayer Brown International LLP; Matteo Solinas, Senior Lecturer in Commercial Law , School of Law, Victoria University of Wellington; Alasdair Steele, Partner, Nabarro LLP; Peter Stone, Lecturer in Law, University of Essex, Lecturer in Employment Studies, Manchester Business School; Chris Stott, Senior Associate PSL, Clifford Chance LLP, London
Table of contents
Issue 66 – June 2018Six chapters have been amended for Issue 66.
- Chapter 2B Companies and the Conflict of Laws – Professor Peter Stone, formerly University of Essex
- Chapter 11 Mergers and Divisions – Richard Smith, Partner, Mayer Brown International LLP
- Chapter 18 European Tax Law: Legislation and Soft Law – Dr Christiana Panayi, Professor in Tax Law, Queen Mary, University of London
- Chapter 19 EU Tax Law and Companies: Principles of the Court of Justice – Dr Christiana Panayi, Professor in Tax Law, Queen Mary, University of London
- Chapter 21 International Insolvency Initiatives – Dr Gerard McCormack, Professor of International Business Law and Director of the Centre for Business Law and Practice, University of Leeds
- Chapter 22 The European Insolvency Regulation – Dr Gerard McCormack, Professor of International Business Law and Director of the Centre for Business Law and Practice, University of Leeds
Chapter 11 includes some routine updating but also discusses in detail the 2018 decision of Re Easynet Global Services Limited and the issue of court approval of a merger.
Chapters 18 and 19 have both been reviewed in depth and include a number of recent EU decisions and reworked sections.
Chapter 18 has been reviewed extensively and contains detailed discussion of the antiavoidance provision with reference to Deister Holding and Juhler Holding. It also contains reworked sections on, among others, good governance in tax matters, improving tax transparency and money laundering. Chapter 19 has also had a comprehensive review and considers the tax treatment of IKEA in the Netherlands over the last 13 years and its Commission investigation. The new guidelines on withholding taxes through a new Code of Conduct are examined. Recent cases are discussed including Hornbach-Baumarkt and Case C-398/16 on the Dutch fiscal unity regime and its compatibility with the freedom of establishment.
Chapter 21 contains detailed discussion of many new cases from outside the EU, including Re Supreme Tycoon Limited and its theme of ‘assistance’ and ‘universalism’. The case of Bakhshiyeva v Sberbank of Russia (otherwise Re OJSC International Bank of Azerbaijan) is given due prominence in relation to recognition of foreign proceedings and consideration of the ‘adequate protection’ provision. Re Zetta Jet Pte Ltd is also included with reference to non-recognition of foreign insolvency proceedings on grounds of public policy.
Chapter 22 has been reviewed with very recent cases, including Tunkers France v Expert France and Valach v Waldviertler Sparkasse Bank AG and whether it was an insolvency action or a damages action for the purpose of establishment. There is also a brief examination of how the EU Insolvency Regulation may, or may not, still be relevant post-Brexit.
- Introduction and core company law provisions
- Corporate governance and corporate social responsibility
- Conflicts of law
- Employee issues
- Corporate forms
- European company statute
- Cross border mergers and merger regulation
- Market abuse
- Money laundering
- Financial services and securities regulation
- Financial reporting and accounting
- Joint ventures
- Proposed draft directives