Taking a text, cases and materials approach, this is the first and only student textbook on European company law, providing an insight into the subject and shedding light on its future development. Textboxes for explanatory commentary, cases and materials - such as EU legislation, official documents and excerpts from scholarly papers - are clearly differentiated from the text, allowing the student to quickly identify sources. Each chapter also includes suggestions for further reading. Structured in seven parts, the book explores a diversity of topics, from what European company law is, the common rules for establishing, financing and accounting a company, and corporate governance, to the structure of the Societas Europaeca Statute, EU company law directives, capital markets and takeover law, and insolvency. An essential resource for the growing number of graduate courses on European company law, European business law, and comparative corporate law.
Nicola de Luca is Professor of Law at Seconda Universita degli Studi di Napoli and Libera Universita Internazionale degli Studi Sociali Guido Carli, Roma. His research and teaching interests include business and company law, bankruptcy, corporate governance, shareholders' rights, and insurance law. His publications include four monographs, a co-authored company law textbook, and numerous journal articles.
Part I.. The Origins and Future of ECL: 1. TFEU provisions on company law; 2. The company law directives; 3. Uniform company law; 4. Simplifying and modernising ECL; Part II. The Right of Establishment: 5. Primary establishment in ECJ case law; 6. Secondary establishment in ECJ case law; 7. New legislative trends; Part III. Formation: 8. The setting-up of a NewCo; 9. The formation of an SE; 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; 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.