European Legal Forms – Underlying Systematic and Principles

Over the last decades, European company law experienced a continuous growth in significance. Along with the European company law directives, European legal forms constitute the two pillars of European company law. In the course last 35 years, three European legal forms – namely the European Economic Interest Grouping (EEIG), the Societas Europaea (SE) and the Societas Cooperativa Europaea (SCE) – were introduced. In contrast, the introduction of four other legal form projects on the European plane (inter alia the Societas Privata Europaea (SPE)) failed. This paper will attempt to identify whether there are underlying principles and systematics to the functioning of these established and envisaged European legal forms. This approach shall contribute to the development of an overall concept for European legal forms. In this regard, the article examines the historical development of European legal forms and their significance for the practice of European company law. On this account, also these legal forms’ functions – in particular their effect on the competition between EU and national level – will be discussed. To complement these considerations, the paper studies the regulatory technique and the associated multi-level problem.

Transforming Georgia’s regulations on Shareholders’ right to interim dividend Confronting the European Company Law

The article provides a critical legal analysis of Georgia’s regulations on the interim dividend payment and highlights the necessity of proper amendments to comply with European company law. Since having an EU-Georgia Association Agreement signed, the dynamic process of Europeanization has put various legislative changes on the agenda, which also regard shareholders’ proprietary rights. This article briefly gives a novel insight into the distribution of interim dividends from a comparative point of view. It suggests the possibly scrutinized coverage of the legal preconditions along with liability consequences for the interim dividend declaration from the perspective of both shareholders and joint stock companies in Georgia. The article emphasizes the structure of the corporation, which naturally bedrocks the potential conflict of interests between the shareholders and creditors. The topic also endorses questioning Georgia’s rules on capital maintenance in relation to the interim dividend distribution. Hence, the study reveals prevailing regulatory lapses and makes pertinent recommendations on the alignment of the financial interests of those mentioned. Last but not least, the article exposes how directors on the credible basis of their fiduciary duties are assigned to divert assets of the corporation since their rationality in decision-making is expected to meet the best interests of the company.

Governance Innovation and Enhancement: The New One-Tier Model of UBI Banca

On the basis of their experience and capitalism model, every country has developed different systems of corporate governance. For many years, in various European countries, there were debates on the opportunities and methods of harmonising European company law; in Italy, one of the most important change was the possibility for limited companies to choose between three management and supervision models: the Italian traditional model, the two-tier model (of German origin), and the one-tier model (of Anglo-Saxon origin). In our study we analyse one-tier and two-tier systems, first theoretically and legislatively and theirs application in Italian quoted companies in the banking sector. We selected this sector because limited banking companies were created in Italy in a recently period (2006-2007), as a result of national amalgamation and merger operation. We illustrate an important case in depth, namely the governance system at UBI Banca as a phenomenological case. Main study’s objective is to analyse transition of UBI Banca from the two-tier model (2007) to the one-tier model (2018), identifying the main causes and reasons for this choice.

Comparative Company Law

Comparative company law starts with the rise of the modern company in the first half of the 19th century. Ever since the need for looking across the border was felt by legislators, lawyers, academics, judges and regulators. Most recently there has been a renewed interest in comparative company law, partly because of the emergence of European company law and partly because the corporate governance movement has sharpened the sense of competition with other countries. Comparative company law follows the close relations of company, capital market and banking law that exist today, in particular after the financial crisis. Comparative company law must also take notice of company self-regulation and the international code movement and is more and more influenced by economic considerations. The chapter concludes with perspectives for future research.