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Taking a text, cases and materials approach, de Luca's successful textbook remains the only offering for students of European company law, and has been thoroughly updated in this new edition. Chapters have been expanded to cover the latest legislation and directives on cross-border mergers, the use of digital tools, and cross-border insolvency, while figures and graphs have been introduced to help illustrate complex processes and relationships. Clearly differentiated explanatory textboxes from the first edition have been revised, and allow students to quickly identify sources such as EU legislation, official documents and excerpts from scholarly papers. The book explores a diverse range of topics, from what European company law is, to the structure of the Societas Europaea Statute, capital markets and takeover law. It continues to be an essential resource for the growing number of graduate courses in European company law, European business law, and comparative corporate law.
Part I. The Origins and Future of European Company Law
1. TFEU Provisions on Company Law
2. The Company Law Directives
3. Uniform Company Law
4. Simplifying and Modernising European Company Law
Part II. The Right of Establishment
5. Primary Establishment in CJEU Case Law
6. Secondary Establishment in CJEU Case Law
7. New Legislative Trends
Part III. Formation
8. The Setting Up of a New Company
9. The Formation of a Societas Europaea
Part IV. Finance and Accounts
10. Legal Capital and Capital Formation
11. Capital Maintenance
12. Annual and Consolidated Accounts
Part V. Corporate Governance
13. Corporate Governance
14. Management and Control
15. General Meeting
16. Protection of Minorities and Equal Treatment of Shareholders (I)
Part VI. Capital Markets and Takeover Regulation
17. Capital Markets
18. Takeover Regulation
Part VII. Merger, Division, Dissolution and Insolvency
19. Merger and Division
20. Dissolution and Insolvency.
Description
Taking a text, cases and materials approach, de Luca's successful textbook remains the only offering for students of European company law, and has been thoroughly updated in this new edition. Chapters have been expanded to cover the latest legislation and directives on cross-border mergers, the use of digital tools, and cross-border insolvency, while figures and graphs have been introduced to help illustrate complex processes and relationships. Clearly differentiated explanatory textboxes from the first edition have been revised, and allow students to quickly identify sources such as EU legislation, official documents and excerpts from scholarly papers. The book explores a diverse range of topics, from what European company law is, to the structure of the Societas Europaea Statute, capital markets and takeover law. It continues to be an essential resource for the growing number of graduate courses in European company law, European business law, and comparative corporate law.
