Resumen del libro

This book is the first to provide a critical, updated, and comprehensive study of the evolution of the freedom of establishment for companies through a systematic analysis of cross-border mobility within the internal market following Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019, amending Directive (EU) 2017/1132 regarding transformations, mergers, and divisions.

This volume provides an up-to-date, comprehensive and critical analysis of the evolvement of the freedom of establishment for companies, including a systematic approach to cross-border mobility in the internal market after Directive (EU) 2019/2121 of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions. The book Freedom of Establishment and Cross-Border Mobility of Companies in the EU aims at offering insightful coverage of the harmonized regime on cross-border conversions, mergers, and divisions.

Part I assesses the current state of development of the freedom of establishment and anticipates the path forward in terms of market integration. Chapters 1 to 4 cover the different sides of the freedom of establishment of companies both from a ratione materiae (Chapters 1 and 2) and ratione personae (Chapters 3 and 4) perspective. Against the backdrop of Part I, Part II thoroughly examines Directive (EU) 2019/2121. All three operations –cross-border conversions, mergers, and divisions– are considered. Chapters 5 and 6 are devoted to cross-border conversions. Chapters 7 and 8 separately investigate cross-border mergers and divisions. The book also reviews each of the stakeholder protection mechanisms contained in Directive (EU) 2019/2121, namely, creditors (Chapter 9), shareholders (Chapters 10 and 11), and employees (Chapter 12).

The books is addressed at scholars, advanced students, practitioners, and policymakers both at the EU and at the domestic level. Any interested party in the field of company law, in the evolvement of the freedom of establishment, and that of the internal market as a whole may find it valuable.

Functional and Comparative Analysis of Cross-border Transformation, Merger, and Division.

Dual perspective, first evaluating the freedom of establishment in its current configuration, and then examining each of the relevant aspects concerning the new regulation of the three cross-border company mobility operations.

PART I. FREEDOM OF ESTABLISHMENT OF COMPANIES IN THE EU

Chapter 1. THE CROSS-BORDER MOBILITY DIRECTIVE AND CONFLICT OF LAWS – PLEASE MIND THE GAP

Chapter 2. COMPANY & INSOLVENCY LAW PERSPECTIVES ON A CHOICE OF LAW FOR LIMITED LIABILITY COMPANIES

Chapter 3. FIGHTING LETTER-BOX COMPANIES WITH AN ANTI-ABUSE MECHANISM INTRODUCED BY DIRECTIVE 2019/212 AMENDING DIRECTIVE (EU) 2017/1132 AS REGARDS CROSS-BORDER CONVERSIONS, MERGERS AND DIVISIONS

Chapter 4. MUCH ADO ABOUT PROFIT? – ON THE PERSONAL SCOPE OF FREEDOM OF ESTABLISHMENT

PART II. CROSS-BORDER CONVERSIONS, MERGERS AND DIVISIONS IN THE EU

Chapter 5. CROSS-BORDER CONVERSIONS UNDER THE LEGAL FRAMEWORK INTRODUCED BY THE DIRECTIVE (EU) 2019/2121: SELECTED ISSUES

Chapter 6. ON THE EVE OF THE TRANSPOSITION OF THE MOBILITY DIRECTIVE INTO MEMBER STATE LAW – A GLIMPSE BACK AND FORTH FROM A GERMAN AND AUSTRIAN PERSPECTIVE

Chapter 7. THE NEW REGIME FOR CROSS-BORDER MERGERS UNDER DIRECTIVE (EU) 2019/2121

Chapter 8. POSSIBILITIES AND PROCEDURAL ASPECTS OF EU CROSS-BORDER DIVISIONS

Chapter 9. CREDITOR PROTECTION IN CROSS-BORDER CONVERSIONS, MERGERS AND DIVISIONS: THE HARMONISED EU REGIME

Chapter 10. MINORITY SHAREHOLDER PROTECTION IN CROSS-BORDER CONVERSIONS, MERGERS AND DIVISIONS

Chapter 11. THE EXIT RIGHT OF SHAREHOLDERS IN CROSS-BORDER CONVERSIONS, MERGERS, DIVISIONS

Chapter 12. EMPLOYEE PARTICIPATION IN EU CROSS-BORDER COMPANY MOBILITY

Comentarios

Functional and Comparative Analysis of Cross-border Company Transformation, Merger, and Division. A Critical, Updated, and Comprehensive Study of the Evolution of the Freedom of Establishment for Companies following Directive (EU) 2019/2121.

Citación Chicago
Val Talens, Paula del Freedom of Establishment and Cross-Border Mobility for Companies in the EU. La Ley: La Ley, 2024

Citación APA
Val Talens, Paula del (2024). Freedom of Establishment and Cross-Border Mobility for Companies in the EU. La Ley