Zoekresultaten

Zoekopdracht: faculteit: "FdR" en publicatiejaar: "2011"

AuteurW. Lankhorst
TitelEuropean Company Law: Racing to Delaware? : A Study on the Consequences of ECJ Case Law, National Legislation, the Introduction of the SPE and Regulatory Competition on the Development of Company Law within the European Union
BegeleiderJ.W. Winter
Jaar2011
Pagina's72
FaculteitFaculteit der Rechtsgeleerdheid
OpleidingFdR MA International and European Law: European Competition Law and Regulation
TrefwoordenInternational and European Law; European Competition Law and Regulation; European Company Law; SPE; Regulatory Competition; Harmonization
SamenvattingSeveral rulings by the ECJ on the freedom of establishment have given rise to a process of regulatory competition. Cases as Inspire Art, Daily Mail and Centros have opened the borders for entrepreneurs who wish to establish a company in another Member State. This has created an incentive for Member States to create more attractive rules of company law. Several Member States have recently revised or are currently revising their national rules on their closed, private business forms. Some Member States do this with the explicit aim of becoming more attractive to foreign companies. Not only the Member States are revising their company law. At the European level legislation regarding the new European Private Company, the Societas Privata Europaea, is being discussed. This private relative to the already existing SE should enable small and medium-sized entrepreneurs to conduct business across Member State borders more easily. However, just as is the case for the SE, much uncertainty remains around the legal status of the SPE. The SPE is governed by a Council Regulation, national law and the SPE’s articles of association. It remains unclear how these different sets of rules will interact. It is therefore doubtful whether the SPE will be a popular business form in practice. If Member States are able to put certain safeguards in place, ensuring the rights of stakeholders as shareholders, employees and creditors, regulatory competition is likely to result in a ‘race to the top’, increasing the level of quality and the efficiency of company law rules in the European Union. Regulatory competition, as opposed to harmonization, allows Member States to draft legislation as they see fit, instead of creating a ‘one size fits all’ company law regime. Individual entrepreneurs have varying needs and therefore they benefit from a diverse system of company law options. Regulatory competition allows Member States to specialize and learn from each other. Regulatory competition, with the right safeguards in place, can be a boosting process to innovation in European company law.
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