The European Company: Developing a Community Law of Corporations : Collected Papers from the Leiden University Unilever Programme, 2002

Front Cover
Jonathan Rickford
Intersentia nv, 2003 - Business & Economics - 154 pages
The European Company (SE) is a new form of public company, which enters the law of all EU states in October 2004. It is supra-national, with features in the fields of cross-frontier restructuring, board structure and corporate governance, employee involvement and participation which are novel and unique and will be uniformly available throughout Europe. Yet it also presents an optional and flexible character, allowing great variation both in national characteristics, according to where companies are founded, and new and potentially valuable options to businesses to adjust their organisations to the needs of modern transnational markets. This book will be of great interest to all those concerned with the theory and practice of international business law: students, theorists and experienced practitioners, offering valuable insights into the developing process of European integration and diversification. It contains papers on all these aspects by leading thinkers in the field, who came together under the aegis of the Leiden University/Unilever programme in 2002. Professor Paul Davies, Cassel Professor at the London School of Economics, writes on employee involvement, Professor Garrido Garcia, General Counsel to the Spanish Securities and Exchange Commission, on European Company Law and the Capital Markets, Professor Klaus Hopt, Director of the Max Planck Institute, on board structure and corporate governance, Professor Jaap Winter of the University of Rotterdam and Chairman of the European Commissions High Level Group on Company Law, on the significance of the European Company as a model for the future, and Professor Eddy Wymeersch of the University of Ghent, on the fast developing law on freedom of movement and international transfer of management. There are also important contributions from Pieter Sanders, Professor Emeritus of the University of Rotterdam, who introduced the SE concept some 45 years ago, and Commissioner Frits Bolkestein, who has responsibility for company law and corporate governance within the European Commission. The collection is edited by Professor Jonathan Rickford, Project Director of the British review of company law and director of the Company Law Centre at the British Institute for International and Comparative Law in London. He led the Leiden/Unilever programme and provides papers on the overall concept and its likely practical applications. This publication is part of the Meijers series published under the auspices of the E.M. Meijers Institute of Legal Studies, Faculty of Law, Leiden University, where in 2002 Professor Jonathan Rickford held the Unilever Chair of European Company Law.
 

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Contents

INTRODUCTORY
3
INAUGURAL LECTURE THE EUROPEAN
13
6
24
Other Distortions
33
BOARD STRUCTURES THE SIGNIFICANCE
47
Labor Codetermination and the
53
IV
59
EMPLOYEE INVOLVEMENT IN
67
AN OVERVIEW OF THE CONFERENCE
123
Lessons for the Future?
130
THEMES FROM THE CONFERENCE DISCUSSION
133
Differing Board Structures Effects
136
The Value of Harmonisation
138
Effects of the SE on Regulatory Competition
139
Prospects for Practical Change From the Se
142
National Public Companies and the Effects of Article 10
143

VI
76
CROSSBORDER TRANSFER OF THE SEAT OF
83
Transfer of the Seat in the European Company Statute
89
COMPANY LAW AND CAPITAL MARKETS
95
Company Law and Capital Markets in the European
102
Conclusion
111
Choice Between Onetier and Twotier Board
117
Path Dependency and Choice in Board Structures
145
Transfers of Seat
149
Accounting Standards and Convergence of Company Laws
150
European Private Company
152
Autonomy in Corporate Governance
153
Copyright

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