EC Company Law (Oxford European Union Law Library)

Ec Company Law Outline Table of Contents Detailed Table of Contents General Editor's Foreword Preface Table of Cases Table of Legislation I Introduction and Overview of the Company Law Harmonization Programme The Treaty Framework The Scope of Article 54(3)(g) Early History The Broad and The Narrow View The Terms of Article 54(3)(g) The Suitability of Directives As The Instrument of Harmonization The Use of Options and Alternatives The Requirement of Implementation Petrification Evaluation of the Harmonization Process Problems Where Legal Notions Are Not Coterminous The Fields Harmonized Timescale Ii The First Directive Background Structure Scope Section I—Disclosure Methods of Publicity What Must Be Disclosed Implementation in the United Kingdom Effect of Non-compliance Implementation of Article 3(5) in the United Kingdom Section Ii—Validity of Obligations Entered into by a Company Pre-incorporation Contracts Irregular Appointments of Directors Ultra Vires and Directors' Authority A Company's Organs and Division of Powers Theories of Corporate Representation Ultra Vires Authority of A Company's Organs Conflict with the Disclosure Requirements Implementation of Articles 9(1) and (2) in the United Kingdom Conferring Authority On One or More Persons Section Iii—Nullity of the Company Iii The Second Directive Background Scope Proposed Extension of Scope Nature of the Directive Structure of the Directive Equal Treatment of Shareholders Formation of Public Companies Information to Be Disclosed Liabilities Incurred before Authorization to Commence Business Number of Members Minimum Capital Payment for Shares Valuation of Non-cash Consideration Nachgründung General Provisions As to Capital Consideration for Shares Serious Loss of Capital Implementation in Great Britain Maintenance of Capital Distributions to Shareholders Acquisition by A Company of Its Own Shares Implementation of Article 23 in the United Kingdom Extension of Articles 18–24 to Transactions by Controlled Companies Increase In Capital Payment for Shares Partial Subscription Pre-emption Rights Reduction in Capital Iv The Third and Sixth Directives Introduction Background and History Legal Basis Aims Scope Definition of Merger Mergers by Acquisition Mergers by the Formation of a New Company Features Common to Both Types of Merger Acquisition of Wholly-owned Subsidiary Analogous Operations Definition of Divisions Division by Acquisition Division by the Formation of New Companies Division by Combined Method Division under the Supervision of a Judicial Authority Features Common to All Types of Division Analogous Operations Procedure Draft Terms Mergers Divisions Publication Reports On Draft Terms General Meeting Agenda and Procedure Shareholders' Rights of Inspection Circumstances Where No General Meeting Is Necessary Protection of Employees' Rights Protection of Creditors' Interests Formalities Timing and Consequences Civil Liability Arising Out of the Merger or Division Nullity of Mergers and Divisions Implementation in the United Kingdom V The Fourth Directive Background History Legal Basis Structure Scope Limited-liability Companies Subsidiary Undertakings Certain Unlimited-liability Entities Small and Medium-sized Companies Implementation in the United Kingdom The Annual Accounts The True and Fair View The Balance Sheet and Profit and Loss Account Introduction Layouts Derogations and Relaxations Accounting for Holdings in Other Undertakings Affiliated Undertakings Participating Interests Valuation Rules General Principles Prudence Historical-cost Valuation Fixed Assets Formation Expenses Goodwill Ancillary Assets Current Assets Provisions173 Inflation Accounting Certain Participating Interests Investment Companies The Notes to The Accounts Contents Exceptions and Exemptions The Annual Report Publication of Accounts Branches Derogations and Exemptions Small and Medium-sized Companies280 Parent Undertakings Subsidiary Undertakings Unlimited-liability Entities290 Auditing Contact Committee Developments since the Fourth Directive312 Accounting Advisory Forum313 Possible Amendment of Fourth Directive Vi The Seventh Directive Background History Legal Basis and Aims Structure Implementation in the United Kingdom Conditions for Consolidation28 The Original Proposal The Final Version The Parent-subsidiary Relationships Mandatory Link: Majority Voting Rights Mandatory Link: Power of Control of Board Optional Link: Control by Agreement Optional Link: Actual Appointment of A Majority of the Board Mandatory Link: Actual Control of Majority Voting Rights Optional Links: Participating Interest and Either (a) actual Exercise of Dominant Influence or (b) M... Horizontal Groups The Undertakings to Be Consolidated Exemptions Sub-consolidation Mandatory Exemption: 90 Per Cent Plus Subsidiary of Ec Parent Optional Exemption: Other Subsidiaries of an Ec Parent Optional Exemptions: Subsidiary of a Non-EC Parent Small Groups Financial Holding Companies Miscellaneous Exemptions Undertaking Not Material—optional Exemption150 Severe Long-term Restrictions—optional Exemption153 Necessary Information Unobtainable—optional Exemption Shares Held for Resale—optional Exemption Subsidiaries with Different Activities—mandatory Exemption Non-trading Parent—optional Exemption The Preparation of Consolidated Accounts General Principles True and Fair View Consistency Layout Financial Year Valuation Tax Consolidation Techniques Elimination of Intra-group Transactions Minority Interests Changes in Composition of Group Goodwill Arising On Consolidation Acquisition Accounting Merger Accounting Equity Accounting Joint Ventures The Notes to The Accounts Contents The Consolidated Annual Report Auditing Publication of Consolidated Accounts Contact Committee Vii The Eighth Directive Introduction and Aims Scope Approval of Auditors Legal Status and Structure Reputation Qualifications Audits of Small and Medium-sized Companies and Groups Professional Integrity and Independence Publicity Contact Committee Implementation Viii The Eleventh Directive Scope Branches of Companies from Other Member States Branches of Companies from Third Countries Miscellaneous General Provisions Implementation in the United Kingdom Ix The Twelfth Directive Background and History Legal Basis and Aims Form of Single-member Company Creation and Membership Publicity Requirements Administration Transactions between Member and Company Implementation in the United Kingdom X Background to the Securities Directives Conspectus Paving the Way Harmonizing the Regulatory Framework Eurolist and Beyond The Contact Committee—Watching The Directives The Impact of The Euro Xi The First Stage—Harmonizing The Conditions of Listing Legal Basis of the Listing Directives Scope of the Listing Directives Implementation in the United Kingdom Admission to Listing History and Aims of the Admissions Directive The Requirements for Admission Information about the Issuer Information about the Shares Certificates Representing Shares Information As to Debt Securities Powers and Duties of the Competent Authorities Article 15 in the United Kingdom Listing Particulars History and Aims of the Listing Particulars Directive99 Information to Be Disclosed Information Concerning Those Responsible for Listing Particulars and the Auditing of Accounts123 Information Concerning Admission to official Listing and the Shares for the Admission of Which Appli... General Information about the Issuer and Its Capital126 Information Concerning the Issuer's Activities127 Information Concerning the Issuer's Assets and Liabilities, Financial Position and Profits and Losse... Information Concerning Administration, Management and Supervision131 Information Concerning the Recent Development and Prospects of the Issuer132 Permitted Omissions and Exemptions134 Simplified Listing Particulars for Cross-border Listing Approval and Publication Preliminary and Supplementary Listing Particulars Cooperation between Member States Continuing Obligations under the Admissions Directive Treatment of Shareholders Equivalence of Information Accounts and Reports Additional Information The Interim Reports Directive174 History and Aims The Interim Report Xii The Second Stage—Harmonizing Public Offer Prospectuses History, Aims and Legal Basis Implementation in the United Kingdom Scope Transferable Securities Offered to the Public for the First Time Provided That These Securities Are Not Already Listed Prior Scrutiny of Prospectuses The Obligation to Publish a Prospectus Prospectus Where a Listing Is Sought Contents of the Prospectus Publicity and Publication Prospectus Where No Listing Is Sought Contents of the Prospectus Omissions and Exemptions General Derogations Derogations for Shares Admitted to Unlisted Markets Supplementary Prospectus Communication and Publication of Prospectus Prospectuses Drawn up As Listing Particulars Multi-National Offers Failure to Comply with the Directive Cooperation between Member States and between Authorities Xiii The Third Stage—Introducing Mutual Recognition Background The Community Framework Implementation in the United Kingdom Xiv The Major Shareholdings Directive Background and History Aims and Structure The Competent Authorities Transactions Covered by the Directive Persons Required to Disclose The Nature of The Issuer Types of Transaction The Thresholds Attribution of Voting Rights Nominees and Trustees Companies Including Subsidiaries Concert Parties Transferred Voting Rights Shares Held As Security Life Interests Agreement to Acquire Deposited Shares Notification and Disclosure The Acquirer's Obligation to Notify The Company and The Competent Authorities Exemptions from the Obligation to Notify Transitional Provision The Company's Obligation to Disclose to The Public Exemption from the Obligation to Disclose Transitional Provision Sanctions Implementation in the United Kingdom Xv The Insider Dealing Directive Background History Legal Basis38 Aims and Structure Implementation in the United Kingdom Substantive Provisions Inside Information Made Public Of a Precise Nature Relating to . . . Issuers . . . or to Transferable Securities Would Be Likely to Have a Significant Effect On the Price Transferable Securities Primary Insiders Definition Legal Personality Secondary Insiders Prohibited Conduct Dealing Disclosing Recommending or Procuring Extending the Provisions Disclosure Enforcement130 Provisions for Further Development Sanctions Xvi Freedom of Establishment of Companies—Introduction1 Corporate Nationality and Residence The Treaty Provisions Companies within the Scope of the Provisions Types of Company Covered Formed in accordance with the Law of a Member State Registered office, Central Administration or Principal Place of Business within the Community Xvii Secondary Establishment—the Case-Law Forms of Secondary Establishment The Case-law of The Court of Justice Case 270/83 Commission V France20 Case 79/85 Segers V Bedrijfsvereniging Voor Bank- En Verzekeringswezen, Groothandel En Vrije Beroepe... Case C-221/89 Factortame59 and Case C-146/89 Commission V United Kingdom60 Case C-330/91 the Queen V Inland Revenue Commissioners, Ex P Commerzbank Ag71 Case C-1/93 Halliburton Services V Staatssecretaris Van Financiën80 Case C-101/94 Commission V Italy94 Case C-250/95 Futura Participations Sa and Singer V Administration Des Contributions97 Case C-264/96 Ici V Colmer Seat, Residence and Nationality Attempts to Justify Restrictions Is the Different Treatment Discriminatory? Objective Difference in Situations Discrimination Is Avoidable Public Interest Grounds Lack of Harmonization Risk of Tax Avoidance Double-taxation Treaties and Reciprocity Administrative Difficulties Fiscal Supervision Xviii Primary Establishment and Mutual Recognition of Companies A Right of Primary Establishment? The Daily Mail Case9 Reconciling the Cases of Segers and Daily Mail The Commission's Response Mutual Recognition of Companies Xix Overview of Miscellaneous Draft Legislation The Draft Fifth Directive The Draft Ninth Directive On Groups The Draft Tenth Directive On Cross-border Mergers The Draft Thirteenth Directive On Takeovers The European Company107 Xx Conclusion and Outlook The Ernst & Young Study Corporate Mobility The Need for Objective Criteria for Corporate Governance Regulation Information Awareness of Harmonization The Consultation Exercise Corporate Mobility Simplification Corporate Governance Information Forum The Conference Auditors Assessment Company Law in the United Kingdom Conclusion Bibliography Articles and Contributions to Books Books Recent Articles Not Referred to in the Text Index A B C D E F G H I J L M N P R S T V U W In This Book Vanessa Edwards Makes A Detailed Analysis Of All The Adopted Company Law And Securities Directives, Namely The First, Second, Third, Fourth, Sixth, Seventh, Eighth, Eleventh And Twelfth Company Law Directives And The Securities Directives On Admissions, Listing Particulars, Interim Reports, Public Offers Prospectus, Major Shareholdings And Insider Dealing. She Discusses Their Historical Context, Scope, Substantive Effect, Interpretation By The European Court Of Justice And National Implementation. The Book Also Contains A Thorough Examination Of The Scope Of Companies' Freedom Of Establishment, Reviewing In Depth The Case Law Of The Court Of Justice On Article 52 Of The Ec Treaty In So Far As It Applies To Corporate Entities. This Book Will Be Welcomed By All Company Lawyers, Both Practising And Academic, Who Wish To Be Able To Interpret The Relevant Domestic Legislation In The Light Of The Text And The Purpose Of The Underlying Directives, As Required By Ec Law. It Will Also Be Of Great Importance To Ec Lawyers More Generally Who Have Long Been Awaiting Such A Detailed And Analytical Work On The Community's Company Law Regime.--book Jacket. Introduction And Overview Of The Company Law Harmonization Programme / The First Directive / The Second Directive / The Third And Sixth Directives / The Fourth Directive / The Seventh Directive / The Eighth Directive / The Eleventh Directive / The Twelfth Directive/ Background Of The Securities Directives / The First Stage -- Harmonizing The Conditions Of Listing / The Second Stage -- Harmonizing Public Offer Prospectuses / The Third Stage -- Introducing Mutual Recognition / The Major Shareholdings Directive / The Insider Dealing Directive / Freedom Of Establishment Of Companies -- Introduction / Secondary Establishment -- The Case-law / Primary Establishment And Mutual Recognition Of Companies / Overview Of Miscellaneous Draft Legislation / Conclusion And Outlook Vanessa Edwards. Includes Bibliographical References (p. [413]-419) And Index.