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Article

Access_open The 2015 Proposal for an EU Directive on the Societas Unius Personae (SUP)

Another Attempt to Square the Circle?

Journal The Dovenschmidt Quarterly, Issue 2 2015
Keywords EU law harmonisation, single member private companies, Proposed SUP Directive, European ‘trade mark’
Authors Stephan Rammeloo
AbstractAuthor's information

    Stimulating business throughout the Single Market, not in the least for Small- and Medium-Sized Enterprises (SMEs), is one of the key priorities of the EU’s ten-year growth strategy, ‘Europe 2020’. One of the strategies to achieve this goal is the recently developed legal concept of a ‘European trademark’ for single member private limited liability companies duly established under the laws of any EU Member State and complying with preconditions required by a draft Proposal for a Directive on the Societas Unius Personae (SUP). The 2015 Compromising text, having replaced the initial 2014 Draft for a Directive requires to be analysed in view of its ‘scope’ (functional and geographical reach). Furthermore, attention is given to matters of formation and ‘long distance’ registration, share capital, internal organization and functioning of company organs, the functioning of SUP’s as stand alone companies or SUP’s embedded in company group or chain structures. Critical observations inter alia focus on relinquished provisions on the SUP’s seat as well as the powers of SUP organs and on ‘national law’ creeping in the Proposed Directive more and more at the cost of legal certainty and legal coherence between EU law instruments relevant to private limited liability companies.


Stephan Rammeloo
Associate Professor EU Company Law, Private International Law and Comparative Law, Maastricht University.
Article

Access_open How to Regulate Cooperatives in the EU?

A Theory of Path Dependency

Journal The Dovenschmidt Quarterly, Issue 4 2014
Keywords cooperative law, company law, EU harmonization, business form, governance
Authors Ger J.H. van der Sangen
AbstractAuthor's information

    In this article, the phenomenon of path dependency has been addressed in view of the harmonization of cooperative law in the EU. The question is raised whether and how the legislative harmonization has an impact on co-operators in their efforts of setting up and maintaining efficient cooperative organizations and whether in this respect the Statute for the European Cooperative Society (hereinafter: SCE) is a helpful tool to facilitate the enhancement of national statutes on cooperatives as well as to provide the legal infrastructure to facilitate cross-border cooperation amongst and reorganizations of cooperatives in the EU.
    The case for the cooperative as a viable business form gained momentum in the EU policy debate with the development of the SCE Statute in 2003, the outbreak of the financial and economic crisis in 2008 and with the endorsement of the cooperative business concept by the United Nations and the International Labour Organization in 2012. If the sound development of cooperatives as an alternative legal business form vis-à-vis investor-owned firms is considered a policy instrument to enhance societal business activities – notably in the field of agriculture and social economy – it raises the question how cooperatives should be regulated to fulfil their function in this respect.
    The key argument presented in this article is that due to strong tendencies of path dependency a top-down approach of EU law-making was and is not a feasible option. The cooperative as a multifaceted institution requires a multifaceted approach taking into account the historical legislative developments of distinctive jurisdictions as well as the historical economic development of cooperative organizations in their specific jurisdiction. However, the existence of path dependency and the lack of regulatory arbitrage as well as regulatory competition prevent the market from generating efficient model statutes for cooperatives taking into account the specific needs of cooperatives and their co-operators.


Ger J.H. van der Sangen
Dr Ger J.H. van der Sangen is Associate Professor Company Law and Securities Law at Tilburg Law School, Department Business Law. He was part of the research team of the EU-funded project Support for Farmers’ Cooperatives. He would like to express his gratitude to all the members of the research team for sharing their insights and discussions during conference meetings in Brussels (November 2011 and 2012) and in Helsinki (June 2012), in particular J. Bijman, C. Gijselinckx, G. Hendrikse, C. Iliopoulos and K. Poppe.
Article

Access_open EU Law Reform: Cross-Border Civil and Commercial Procedural Law and Cross-Border Insolvency Law

Journal The Dovenschmidt Quarterly, Issue 2 2014
Keywords Private International Law, Commercial and Insolvency Law, EU Law reforms
Authors S.F.G. Rammeloo
AbstractAuthor's information

    Business contractors increasingly find themselves involved in a private or commercial law relationship with cross-border elements. In case commercial disputes have to be adjudicated in court proceedings questions to be answered are: the court of which legal order has competence, the law of which country shall be applied, and is a court order from a foreign legal order enforceable or not? The strive for a (European) Single Market presupposes the breaking down of (procedural as well as substantive) legal barriers emanating from the cross-border nature of private law relationships, notably business transactions.
    This contribution, concentrating on tomorrow’s European PIL in notably the area of civil procedural law, highlights the first and the third question from the perspective of the upcoming entry into force (10 January 2015) of EU Regulation No. 1215/2012 concerning jurisdiction and recognition and enforcement of judgments in civil and commercial matters and the proposed amendments to EU Regulation No. 1346/2000 on cross-border Insolvency Proceedings.


S.F.G. Rammeloo
Associate Professor EU Private International Law and Comparative Company Law – Faculty of Law, Maastricht University, the Netherlands.
Article

Access_open The Opacity of a Multinational Company’s Organization, Legal Structure and Power

What Type of Corporate Information Must a Multinational Company Make Public Pursuant to Dutch Law? Options for Improving Dutch Law: Better Access to Corporate Information for Stakeholders

Journal The Dovenschmidt Quarterly, Issue 3 2013
Keywords transparency, CSR disclosure, corporate legal structure, legal framework for corporate reporting, integrated reporting
Authors Tineke E. Lambooy, Rosalien A. Diepeveen, Kim Nguyen e.a.
AbstractAuthor's information

    This article describes the types of information that a multinational company must make public pursuant to Book 2 of the Dutch Civil Code, the Act on Financial Supervision and the Commercial Registers Act. We ascertain that: (i) the Dutch Trade Register fails in providing adequate information about the foreign parts of a group; (ii) the annual reporting laws fail to require companies to provide an insight in the group legal structure, the business organization and the corporate social responsibility profile of a multinational company; and (iii) the Act on Financial Supervision fails to include disclosure requirements regarding the corporate social responsibility profile of a listed company. Different possible legislative amendments are provided in this article that could enhance transparency concerning a Dutch multinational company’s business organization, the legal structure and its corporate social responsibility profile, so that corporate information is better accessible for stakeholders. We conclude that most of these improvements are not limited to the Dutch legal system, but can be seen in the light of a global trend of increased corporate transparency. With this article, we hope to contribute to a new mind-set whereby transparency is stimulated, by offering concrete (policy) tools.


Tineke E. Lambooy
Dr. T.E. Lambooy, LL.M., is an associate professor at Utrecht University’s Molengraaff Institute for Private Law and at Nyenrode Business University’s Center for Sustainability. She is the author of Corporate Social Responsibility. Legal and Semi-Legal Frameworks Supporting CSR (Kluwer, 2010).

Rosalien A. Diepeveen

Kim Nguyen
P.K. Nguyen obtained her LL.M. degree at Utrecht University Law School.

Sander van ’t Foort
R.A. Diepeveen and S. van ’t Foort are currently pursuing an LL.M. degree at Utrecht University Law School. The authors are very grateful to R. Hordijk, LL.M., for supporting them in the research on this topic and to K. Hooft, LL.M., for reviewing the draft contribution.
Article

Access_open The Regulation of Rating Agencies in Europe

Journal The Dovenschmidt Quarterly, Issue 2 2013
Keywords Credit Rating Agencies, Regulation No. 1060/2009, ESMA, sovereign ratings, complex products ratings
Authors Edith Weemaels
AbstractAuthor's information

    This article presents the current and future statutory framework for ratings agencies in Europe. The recent financial and economic crises dealt a fatal blow to this practice and the EU clearly intends to progress as quickly as possible when it comes to the regulation of credit rating agencies. This article examines the possibility that new EU framework serve to strengthen the position of credit rating agencies through the elimination of their unquestioned role in the markets. The author also presents existing and future European regulations and analyses the establishment and implementation of prudential supervision of the rating activity.


Edith Weemaels
Lawyer – Brussels Bar, Liedekerke Wolters Waelbroeck Kirkpatrick (Brussels), e.weemaels@liedekerke.com.
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