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A Report on Negotiation Between X and Y

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EUROPEAN COMPANY LAW

Characteristics of company law
 Very complex and flexible area of law in modern day society  Forming a company is a popular way of making business in the market  Company law has strong connections with many other private law and public law areas (tax law, accountancy law, bankruptcy proceedings, competition law)  Vital area of law for practicing the freedom of establishment in the EU

Difficulties of harmonizing the laws in the Member States
 Four company law families in Europe with strong traditions:
    German-Austrian model French model Anglo-Saxon model Scandinavian model

 Different forms and types of companies in most member states  There is no mutual admission for companies formed in another member state

Attempts to form an EU company law
 Directives related to certain areas of company law (Rome Treaty art. 50.)
    To ensure smooth business in the common market Unfortuntaly very ineffective Almost always basic principles of company law Not real unification of company law

 Regulations to form EU supranational companies
 Implied powers rule in Rome Treaty (art. 352)  3 EU companies governed exclusively by EU law not the laws of the Member States  with at least two partners from different member states may choose these special company types free from national legislation

Interpretation of the freedom of establishment for companies
 Daily Mail – case (C-81/87)  ECJ made a distinction between primary establishment and secondary establishment  Primary establishment  To move the real seat of the company to another member state with maintaining the original legal personality (original company form) is not possible since there are serious differences in company laws of the member states  A company should end its business in the original member state, then form itself again under the laws of the

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