The Spirit of Corporate Law : Core Principles of Corporate Law in Continental Europe

Abstract

Chapter 1. Introduction I. Freedom and responsibility in European Corporate Law II. Regarding the selection of legal systems under review III. The current legal policy background of this study Chapter 2. Minimum Capital and Capital Protection I. Limitations on liability and transfer of risks II. Fixed capital and minimum capital III. Raising capital IV. Other aspects of corporate formation V. Capital maintenance VI. Piercing the corporate veil (reach-through liability) Chapter 3. The Structure of the Corporation I. Organisational structure and plurality of interests II. Organisational structure and limitation of risks III. The members of the management body as mandataries of the shareholders IV. Delimitation of competences and hierarchy of the company organs V. Duties and liability of members of the management body Chapter 4. Protection of Minority Interests I. General principles II. Formal minority protection III. Substantive minority protection Chapter 5. The External Control of Corporations I. Purposes of control and instruments of control II. Annual audit III. Compulsory form IV. Disclosure V. The expansion of external controls as a desideratum in terms of legal policy Chapter 6. The Future of European Company Law I. At the outset II. Conclusions from the individual chapters of the book III. Conclusions for European legal policy in the area of corporate law