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Corporate Governance of Non-Listed Companies$
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Joseph A. McCahery and Erik P.M. Vermeulen

Print publication date: 2008

Print ISBN-13: 9780199203406

Published to Oxford Scholarship Online: January 2009

DOI: 10.1093/acprof:oso/9780199203406.001.0001

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Company Law Developments in Europe

Company Law Developments in Europe

(p.56) 3 Company Law Developments in Europe
Corporate Governance of Non-Listed Companies

Joseph A. McCahery

Erik P. M. Vermeulen

Oxford University Press

This chapter addresses the manner in which European legislators have responded to increased corporate mobility, which set in train the transformation of the close corporation form into a more flexible, all purpose vehicle. Section 2 analyses and assesses the opportunities for increased mobility and corporate law reform imported by the EU-level initiatives such as the merger directive and the European Company. Section 3 surveys the evolution of recent ECJ judgments that may disrupt the corporate law equilibrium and also accentuate pressure on national corporate law systems. Its sets out a detailed map of the current and potential paths of corporate law reform. Section 4 considers the residual barriers to corporate mobility. The possibility of free choice of corporate situs and tax residence and the question as to which additional routes could improve and stimulate cross-border mobility in the EU are considered. Section 5 gives an example of how increased competitive pressures could induce lawmakers to adopt company law rules that are value-enhancing.

Keywords:   regulatory competition, cross-border mobility, European Company, European Court of Justice, reincorporation, exit taxes, English Limited, regulatory arbitrage

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