Showing posts with label corporate governance (EU). Show all posts
Showing posts with label corporate governance (EU). Show all posts

Tuesday, 3 February 2015

Case C‑172/13, JUDGMENT OF THE ECJ (Grand Chamber). Groups of Companies 3 February 2015

  •  Case C‑172/13.- (Failure of a Member State to fulfil obligations — Article 49 TFEU — Article 31 of the EEA Agreement — Corporation tax — Groups of companies — Group relief — Transfer of losses sustained by a non-resident subsidiary — Conditions — Date to be used for determining whether the losses of the non-resident subsidiary are definitive)

CG, CSR and Multiple listings

Interesting paper by Nasr Taha Hassn "Corporate Governance, Degree of Multinationality, and Corporate Social Responsibility" 
The companies with multiple listing are more likely to have a greater number of shareholders  which increases monitoring costs. One method to reduce shareholders' monitoring costs and alleviate the moral hazard problem is through disclosure in corporate annual reports.
ISSN (2384-4787), J. Emp. Res. Acc. Aud. 1, No. 1 (Oct-2014)

Branches opened in a Member State

From: Internal Market, Company Law, EU Website
Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State . The directive applies to branches opened in a Member State either by limited liability companies (listed in Directive 2009/101/EC) governed by the law of another Member State or by companies governed by the law of a non-EU country which have a comparable legal form.
Branches of companies from other Member States
  • The compulsory disclosure requirements cover: address and activity; company's place of registration and registration number; name and legal form of the company, and name of the branch (if different from company); appointment, termination of office and particulars of the company representatives; winding-up of the company, appointment and particulars of liquidators; accounting documents; closing of the branch.
  • Items that need to be compulsorily disclosed will be made publicly available through the interconnection system of central, commercial and companies registers established by Directive 2012/17/EU and available by mid-2017. Branches must have a unique identifier to allow identification of at least: Member State of the register; domestic register of origin; branch number.
  • It should also contain, where appropriate, features to avoid identification errors.
  • The Member State of the branch may require additional disclosures, e.g. signature of the company representatives or instruments of constitution.
  • Where disclosure requirements of the company and branch differ, those concerning the branch apply for transactions with the branch. If a company opens several branches in a Member State, it can choose in which branch's register it discloses the accounting documents and the instruments of constitution, and make a reference in the registers of the other branches.
  • The company’s register must make available without delay, through the registers interconnection system, information on any winding-up or insolvency proceedings of the company and on the striking-off from the register, if this has legal consequences in the register Member State. The branch register must be able to receive such information through the registers interconnection system, so that branches can also be struck off the register.
Branches of companies from non-EU countries
  • Compulsory disclosure requirements for branches of companies from outside the EU, having a legal form comparable to that of EU limited liability companies, cover the following additional ítems:
    • the law of the State governing the company;
    • the instruments of constitution, memorandum and articles of association;
    • the company's legal form.
  • Where accounting documents are not drawn up under EU legislation or in a similar way, Member States may require that these be drawn up and disclosed for the branch's activities.

Sunday, 24 November 2013

Plan de Acción de la Comisión Europea sobre Derecho de Sociedades (diciembre 2012)

Comunicación Europea elaboró una comunicación dirigida al Parlamento Europeo, el Consejo Europeo y la Comité de las Regiones, titulado “Plan de acción: derecho de sociedades europeo y gobierno corporativo – un marco jurídico moderno para una mayor participación de los accionistas y la viabilidad de las empresas”.