PRIVATE COMPANY LAW REFORM IN EUROPE. THE RACE FOR FLEXIBILITY

BELGIUM. CLOSED CORPORATIONS IN BELGIUM.

I. Introduction.

II. The closed Corporation in Belgium.

III. Belgium in the european landscape: a few thoughts on the private limited of the future.

DENMARK. THE REGULATION OF CLOSE CORPORATIONS IN DANISH COMPANY LAW IN AN INTERNATIONAL REGULATORY CONTEXT.

I. Introduction.

II. The content of the Danish Company Law.

III. The SPE and/or the SMC from a Danish Perspective.

FRANCE. CHAPTER ON FRENCH COMPANY LAW.

I. Introduction.

II. The societe anonyme.

III. The societe a responsabilite limitee.

IV. The societe par actions simplifiee.

GERMANY. EXPERIENCES WITH THE COMPETITION OF REGULATORS -A GERMAN PERSPECTIVE.

I. Introduction: German GMBH law in the competition between jurisdictions.

II. Germany's answer to the limited: the GMBH reform 2008.

III. Procedure for collecting empirical data.

IV. Results of the data evaluation.

V. Summary and conclusion.

IRELAND. CLOSE CORPORATIONS: A COMMON LAW WORLD PERSPECTIVE -THE CASE OF IRELAND.

I. Introduction.

II. The close corporation in Ireland.

III. Functions of the SPE and the single member company.

IV. National reform processes and their relationship with reform in other member states.

V. Conclusion.

ITALY. COSE COMPANIES IN ITALY.

I. Introduction.

II. Company limited by shares.

III. Limited partnership by shares.

IV. Limited liability company.

V. The single member companies: the sole quota holder (S.R.L.) and the sole shareholder (S.P.A.)

VI. Relationship between Italian reforms and the situation in some other member states.

VII. Reasons for the introduction of the european private company.

LITHUANIA. THE LEGISLATIVE DEVELOPMENTS ON LITHUANIAN CLOSE CORPORATION AND THE PROPOSALS OF REFORM IN EU LAW.

I. Introduction.

II. The development of regulation of private companies in Lithuania.

III. The need for the European Union initiatives in the area of private companies and their impact on Lithuanian smes.

IV. Conclusions.

LUXEMBOURG. THE REFORM OF THE CLOSE CORPORATION IN LUXEMBOURG.

I. Introduction.

II. Public limited companies.

III. Private limited companies.

IV. Conclusion.

NETHERLANDS. TOWARDS A NEW PRIVATE COMPANY LAW. HISTORY OF AND PERSPECTIVES ON THE 2012 FUNDAMENTAL OVERHAUL OF DUTCH COMPANY LAW AND A EUROPEAN PERSPECTIVE ON THE PROPOSALS FOR A EUROPEAN PRIVATE COMPANY (SPE AND SUP).

I. Introduction.

II. Preparation of the new legislation in the Netherlands.

III. The Flex-BV act came into force on 1 october 2012.

IV. The Flex-BV act and the act on governance AND supervision of Dutch companies.

V. Core themes and key objetives of the Flex-BV act (and the governance and supervision act).

VI. Accessibility of the Flex-BV and demise of legal capital rules.

VII. Internal structure and freedom of design.

VIII. Share transfer rules, additional obligations for shareholders and shareholder dispute resolution.

IX. Financial assistance rules have been abolished.

X. Protection of third parties (in particular creditors).

XI. Conflicts of interest.

XII. An evaluation from an EU perspective.

XIII. Conclusions and the way forward.

POLAND. POLISH LIMITED LIABILITY COMPANY: A CASE FOR MODERNISING THE CORPORATE FINANCIAL STRUCTURE.

I. The polish LLC and its financial structure.

II. The draft law on modernising the financial structure of the polish LLC.

III. Closing remarks.

PORTUGAL. THE PORTUGUESE LIMITED LIABILITY COMPANY (SOCIEDADE POR QUOTAS) AND THE MAJOR CHANGES OVER THE LAST TWO DECADES.

I. Introduction: Framing the topic.

II. Legal regime of limited liability company.

III. The LLC articles of association.

IV. Powers And Duties Of Quotaholders.

V. Shareholdings.

VI. The governing bodies.

VII. The LLC operation.

VIII. The LLC extinction.

IX. The Single-Member LLC.

X. Liberalisation of the LLC share capital.

SPAIN. CLOSED CAPITAL COMPANIES IN THE SPANISH LEGISLATIVE EVOLUTION: PROBLEMS OF LEGAL POLICY AND REGULATORY INTERPRETATION.

I. Introduction: towards the unification of capital companies under one single type?

II. Spanish legislative evolution in matters of closed capital companies.

III. Scope of the relaxation of the legal regime for closed capital companies with regard to the delimitation of the types in the most recent case law and administrative approach followed by the DGRN.

IV. Instruments established in practice to resolve the problems arising from the application of the legislation.

SPAIN. THE LIMITED LIABILITY ENTREPRENEUR AND THE SUCCESSIVE FORMATION LIMITED COMPANY.

I. Introduction.

II. The limited liability entrepreneur.

III. Successive formation limited company.

SPAIN. CAPITAL MARKET FINANCING FOR SMES IN SPAIN: THE CREATION OF THE ALTERNATIVE MARKET OF FIXED-INCOME (MARF) AND OTHER ACCOMPANYING MEASURES.

I. Introduction.

II. Background of the marf: reference to other alternative markets in europe and in Spain.

III. The New alternative market of fixed-income (MARF).

IV. Prospects for the future and final consideration.

UNITED KINGDOM. UK COMPANY LAW AND COMPANY GOVERNANCE IN A WARMING WORLD.

I. Introduction.

II. Corporate governance in the UK; directors duties, the complaints mechanisms.

III. The neo-liberal paradigm: The causes of a lack of progressive leadership in UK corporate governance.

IV. Contract versus the public interest.

V. Economic contractualism.

VI. The Uk law on directors' duties.

VII. The accountability of directors in the UK.

VIII. The unfair prejudice action

X. Conclusion: a possible solutions?: Community interest companies.

The legal model of closely held companies (essentially, limited liability companies) prior to 1990 has been revised, to a greater or lesser extent, in practically all the legislations of the European Union Member States. However, contrary to what one might think, after the European Union Court of Justice’s decisions in the Centros, Inspire Art and Überserring cases, the outcome has not been fully consistent throughout all such legislations. This book offers comprehensive insight into the different legislative developments in the most significant legislations of the European Union, with the participation of renowned specialists from Belgium, Denmark, France, Germany, Ireland, Italy, Lithuania, Luxembourg, Netherlands, Poland, Portugal, Spain and United Kingdom.

Los modelos legales de sociedades de capital cerradas (esencialmente la sociedad de responsabilidad limitada) anteriores a 1990 han sido revisados, con mayor o menor intensidad, en casi todas las legislaciones de los Estados de la Unión Europea. Sin embargo, en contra de lo que se podía pensar, tras la jurisprudencia del Tribunal de Justicia de la Unión Europea en los conocidos casos Centros, Inspire Art y Überserring, los resultados legislativos no han sido plenamente homogéneos. El presente libro ofrece una visión en profundidad de esos distintos procesos de evolución legislativa en las legislaciones más significativas de la Unión Europea, a través de la participación de reconocidos especialistas de Belgium, Denmark, France, Germany, Holland, Ireland, Italy, Lithuania, Luxembourg, Poland, Portugal, Spain and United Kingdom.