Corporate Mobility Research Articles

European company law 1999–2010: Renaissance and crisis

European corporate law has enjoyed a renaissance in the past decade. Fifteen years ago, this would have seemed most implausible. In the mid–1990s, the early integration strategy of seeking to harmonize substantive company law seemed to have been stalled by the need to reconcile fundamental differences in approaches to corporate governance. Little was happening, and the grand vision of the early pioneers appeared more dream than ambition. Yet since then, a combination of adventurous decisions by the Court of Justice, innovative approaches to legislation by the Commission, and disastrous crises in capital markets has produced a headlong rush of reform activity. The volume and pace of change has been such that few have had time to digest it: not least policymakers, with the consequence that the developments have not always been well coordinated. The recent financial crisis has yet again thrown many – quite fundamental – issues into question. In this article, we offer an overview that puts the most significant developments of this decade into context, alongside each other and the changing patterns of corporate structure in European countries. Such developments cover, for instance, corporate mobility, corporate freedom of establishment, golden shares case law, as well as the Commission’s Company Law Action Plan CLAP and Financial Services Action Plan FSAP. Harmonization of Member States’ company laws on the rules governing listed companies and the facilitation of cross-border restructuring are also examined.

A study of professional mobility in a large corporation through cognitive mapping

Decisions which are made by executives in large corporations regarding professional mobility cause changes to both their personal and professional lives. This research was carried out with the aim of creating the structuring of a professional mobility problem through the use of a decision support tool, the cognitive mapping. Through the use of this tool, a decision making structure for professional mobility was developed, taking into consideration some important aspects of this process. The cognitive mapping proposed here was a problem structuring tool which leads decision makers to a greater understanding of the problem, giving them support towards good decision making in professional mobility. Through the research carried out it was possible to identify the principal factors which lead these professionals to a professional mobility decision which is as coherent and consistent as possible with the subjective aspects of their professional reality.

Mobile phones: emerging threat for infection control

This study was conducted to determine whether mobile phones of healthcare workers (HCWs) and T corporate users harbour micro-organisms. Swabs collected from mobile phones were inoculated in solid and liquid media, and incubated aerobically. Growth was identified as per standard microbiological procedures. Antibiotic susceptibility was determined for Staphylococcus aureus. A questionnaire was used for data collection on awareness of mobile phone use. Of 51 HCWs and 36 corporate mobile phones sampled, only 5 (6%) showed no growth. Pathogens isolated from HCW samples included S. aureus [meticillin-sensitive S. aureus (4), meticillin-resistant S. aureus (2)], Escherichia coli (1), Klebsiella pneumoniae (1) and Pseudomonas aeruginosa (1). Coagulase-negative Staphylococci (43) were also isolated. Among corporate isolates, 29% were pathogenic. Polymicrobial growth was detected in 71% of HCW and 78% of corporate mobile phones. Only 12% of HCWs used disinfectants to wipe their mobile phones. Mobile phones serve as a ready surface for colonisation of nosocomial agents indicating the importance of hand hygiene to prevent cross-transmission.

The European Company Law Action Plan Revisited: An Introduction

The European Company Law Action Plan of 2003 has been in the center of corporate law discussions in Europe for almost a decade. This introduction re-visits five of the main reform problems and outlines reform perspectives beyond the financial markets crisis. The five areas that the introduction re-examines are legal capital, corporate governance, one share/one vote, financial reporting, and corporate mobility. For the future, the introduction identifies as critical a mixed system of regulatory approaches, i.e. between market and regulation as well as between national regulation and European rules, a focus on adequate enforcement, and prudence in the aftermath of the financial crisis.

C-210/06 <i>Cartesio</i><br> Increasing corporate mobility through outbound establishment

The Utrecht Law Review is an open-access peer-reviewed journal which aims to offer an international academic platform for cross-border legal research. In the first place, this concerns research in which the boundaries of the classic branches of the law (private law, criminal law, constitutional and administrative law, European and public international law) are crossed and connections are made between these areas of the law, amongst others from a comparative law perspective. In addition, the journal welcomes research in which classic law is brought face to face with not strictly legal disciplines such as philosophy, economics, political sciences and public administration science.The journal was established in 2005 and is affiliated to the Utrecht University School of Law. If you wish to receive e-mail alerts please join the mailing list.

Corporate Mobility

Corporate Mobility

Corporate mobility in the European Union and exit taxes

The author, in this article, examines corporate mobility from a private international law perspective and an EC law perspective. In this respect, the author pays special attention to the relevant case law of the European Court of Justice and considers its implications for exit tax regimes in Europe.

Making the journey to school: The gendered and generational aspects of risk in constructing everyday mobility

In an increasingly mobile and risk-centred world, the focus of academic attention is often on global movements of people, commodities, wages, finance and information, and on global risks such as environmental deterioration, pandemics and terrorism (Beck 1992, Adams 1999, 2005, Urry 2000). However, everyday life, with everyday mobilities and everyday risk are more often the predominant concern of the majority of citizens in the West (Tulloch and Lupton 2003). This paper is situated at this more local level, aimed at understanding a microcosm of everyday life: the corporeal mobilities of the journey to school, drawing out broader implications for a society shaped by both risk and mobility. In particular, the discussion here follows on from Jenkins' (2006) paper on risk, parenting and young people in using socio-cultural theory to question the assumptions made about parental management of risks to their children and particularly theories of ‘paranoid parenting’ (Furedi 2001). It is argued here that it is localised everyday risk discourses, and their construction according to gender and generation, that are most significant in shaping mobility.

How Does Corporate Mobility Affect Lawmaking? A Comparative Analysis

This paper examines the impact of increased corporate mobility on corporate lawmaking in the European Union (EU). More specifically, we seek an answer to a simple question: Has the increased mobility which arose from the implementation of the Societas Europaea (SE) and the path-breaking decisions of the European Court of Justice (ECJ) led to an outbreak of regulatory competition and the emergence of a Delaware-like member state in Europe? Two types of corporate mobility are distinguished: (1) the incorporation mobility of start up firms and (2) the reincorporation mobility of established firms. As to incorporation mobility, the Centros triad of cases makes it possible for start-up firms to incorporate in a foreign jurisdiction. Many entrepreneurs have taken advantage of this new freedom of establishment. However, recent data from Germany and The Netherlands indicate declining numbers of such foreign incorporations over time. Moreover, Centros-based incorporation mobility is a rather trivial phenomenon, economically speaking. The actors in question seek only to minimize costs of incorporation. National lawmakers have been responding, amending their statutes to lower these costs. But, because out of pocket cost minimization at the organization stage operates as only a secondary motivation of 'choice-of-business-form' decisions, there arise no competitive pressures that cause national legislatures to engage in thorough-going reform addressed to corporate governance more generally. As to reincorporation mobility, which concerns the migration of the statutory seat of a firm incorporated in one member state to another member state, the SE has opened the door, but not widely enough to serve as a catalyst for company law arbitrage. Reincorporation mobility is still far from generally available in the EU. As a result, competitive pressures do not yet motivate changes in the fundamental governance provisions of national corporate law regimes.

Corporate Mobility in Private International Law and European Community Law: Debunking Some Myths

This paper examines corporate mobility from a private international law perspective and a European Community law perspective. It considers the two important conflicts of laws theories: the incorporation theory and the real seat theory. It looks at the rationale behind these theories and the long-standing dichotomy between incorporation States and real seat States. The paper examines how the application of the incorporation theory and the real seat theory affect corporate mobility in a number of scenarios. The emphasis of the paper is on corporate mobility in the European Community context. The provisions of the EC Treaty furthering cross-border corporate movement and relevant secondary legislation are examined. The limitations of the current legislative framework are appraised and attempts to enact legislation dealing specifically with corporate mobility are evaluated. Important case law of the European Court of Justice is also assessed. Six cases are analysed: Daily Mail, Centros, Uberseering, Inspire Art, SEVIC and Cartesio. The effect of these cases on cross-border transfers of seat is considered. Also, general trends arising from the judgments are depicted and contrasted with entrenched assumptions under private international law. The paper concludes with an overall assessment of the extent to which obstacles to cross-border mobility have been eliminated as a result of Community law.

Urban Politics and the Production of Capital Mobility in the United States

In the quest to explain changing urban political economic conditions over the past thirty years urban researchers have naturalized capital mobility, to the point where challenging the mobility of capital appears either impossible, undesirable, or both. In this paper I aim to denaturalize capital mobility and to repoliticize the relationship between capital and place through a critical legal geographic investigation of corporate mobility rights in the United States. The overall goal is to help urban researchers to think critically about the politics of capital mobility and to ensure that the legal principles enabling capital mobility remain open to challenge from alternative political perspectives.

Forum Shopping under the EU Insolvency Regulation

Cross-border forum shopping for a different insolvency law regime has become popular within the European Union in recent years. Yet legislators, courts and legal scholarship react with suspicion when debtors cross the border only to benefit from a different insolvency law system. The most prominent legal tool, the European Insolvency Regulation, is based on the assumption that forum shopping has a negative impact on the functioning of the European Internal Market.This paper questions the hostile attitude towards the phenomenon of forum shopping. It is argued that forum shopping can have beneficial effects both for the company and for its creditors, and that strong safeguards for creditors who oppose the migration are in place. Furthermore, the validity of the COMI approach of the Regulation under the fundamental freedoms of the Treaty is questioned; it is suggested that the current regime needs to be amended. The proposed new system would enable more corporate mobility within the European Union and create more legal certainty for all constituencies at the same time.

Companies Crossing Borders within Europe

Pellé considers corporate mobility within the EU from a wide range of issues, including the right of establishment, the SE and the Cross–Border Mergers Directive. He then deals with the question whether there is still need for a directive on the transfer of the company’s seat.

A Comparative Bibliography: Regulatory Competition on Corporate Law

This comparative bibliography compiles the contributions made by lawyers, economists, and judges on the role of regulatory competition on corporate laws. Academicians of American corporate law have discussed the effects of regulatory competition on corporate laws for over the last three decades. The span and the range of this continuing debate have brought a great deal of attention to this issue. Literature on theoretical framework of the regulation competition, corporate law federalism, corporate mobility, proposed corrections to charter market, federal interventions to corporate law and European contributions to the academic discourse are covered in this compilement.

How Does Corporate Mobility Affect Lawmaking? A Comparative Analysis

This paper examines the impact of increased corporate mobility on corporate lawmaking in the European Union (EU). More specifically, we seek an answer to a simple question: Has the increased mobility which arose from the implementation of the Societas Europaea (SE) and the path-breaking decisions of the European Court of Justice (ECJ) led to an outbreak of regulatory competition and the emergence of a Delaware-like member state in Europe? Two types of corporate mobility are distinguished: (1) the incorporation mobility of start up firms and (2) the reincorporation mobility of established firms. As to incorporation mobility, the Centros triad of cases makes it possible for start-up firms to incorporate in a foreign jurisdiction. Many entrepreneurs have taken advantage of this new freedom of establishment. However, recent data from Germany and The Netherlands indicate declining numbers of such foreign incorporations over time. Moreover, Centros-based incorporation mobility is a rather trivial phenomenon, economically speaking. The actors in question seek only to minimize costs of incorporation. National lawmakers have been responding, amending their statutes to lower these costs. But, because out of pocket cost minimization at the organization stage operates as only a secondary motivation of 'choice-of-business-form' decisions, there arise no competitive pressures that cause national legislatures to engage in thorough-going reform addressed to corporate governance more generally. As to reincorporation mobility, which concerns the migration of the statutory seat of a firm incorporated in one member state to another member state, the SE has opened the door, but not widely enough to serve as a catalyst for company law arbitrage. Reincorporation mobility is still far from generally available in the EU. As a result, competitive pressures do not yet motivate changes in the fundamental governance provisions of national corporate law regimes.

Forum Shopping Under the EU Insolvency Regulation

Cross-border forum shopping for the benefit of a different insolvency law regime has become popular within the European Union in recent years. Yet legislators, courts and legal scholarship react with suspicion when debtors cross the border only to profit from a different insolvency law system. The most prominent legal tool, the European Insolvency Regulation, is based on the assumption that forum shopping is bad for the functioning of the European Internal Market. This paper questions the hostile attitude towards the phenomenon of forum shopping. It is argued that forum shopping can have beneficial effects both for the company and for its creditors, and that strong safeguards for creditors who oppose the migration are in place. Furthermore, the validity of the COMI approach of the Regulation under the fundamental freedoms of the Treaty is questioned; it is suggested that the current regime needs to be amended. The proposed new system would enable more corporate mobility within the European Union and create more legal certainty for all constituencies at the same time.

Níveis de treonina digestível em dietas para fêmeas suínas lactantes de médio potencial genético

Foram utilizadas 76 fêmeas suínas lactantes de médio potencial genético com peso inicial de 207,0 ± 32,0 kg e ordem de parto de 3,53 ± 2,11, para avaliar níveis de treonina digestível na fase de lactação. Os animais foram distribuídos em delineamento experimental de blocos ao acaso, composto por quatro tratamentos (0,589; 0,627; 0,665 e 0,703% de treonina digestível) e 19 repetições, em que cada unidade experimental foi constituída por uma fêmea. Não houve efeito dos níveis de treonina digestível sobre o peso das fêmeas ao desmame, a espessura de toucinho (ET) e a composição de proteína corporal à desmama. A perda de peso das fêmeas durante a lactação reduziu de forma linear com o aumento do nível de treonina digestível. Os níveis de treonina digestível não influenciaram a variação da ET durante a lactação, mas afetaram a mobilização de proteína corporal, que reduziu linearmente com o aumento do nível de treonina digestível. Não houve efeito dos níveis de treonina digestível sobre os consumos de ração, de lisina e de energia digestível, entretanto, verificou-se aumento linear do consumo de treonina digestível, em razão do aumento de seu nível na dieta. Os níveis de treonina digestível não influenciaram a eficiência energética das fêmeas, o intervalo desmama-estro e o desempenho dos leitões e leitegadas. Fêmeas suínas lactantes de médio potencial genético exigem 0,589% de treonina digestível, correspondente ao consumo diário de 28,5 g e à relação treonina digestível: lisina digestível de 62%.

The mandatory provisions of the EU Takeover Bid Directive and their deficiencies

The two key provisions of the EU Directive on Takeover bids, the Board Neutrality (Article 9) and the Breakthrough Rule (Article 11), are optional at Member State and individual company level. According to the Directive's Reciprocity Rule, a target company that applies the Board Neutrality and/or Breakthrough Rule is able to opt out, if the offeror company does not apply the same Board Neutrality and Breakthrough provisions. Some of the few obligatory substantial provisions of the EU Directive on Takeover Bids are the Mandatory Bid Rule (Article 5), the squeeze-out right (Article 15) and the sell-out right (Article 16). The purpose of these provisions is to protect minority shareholders according to the legal basis of the Directive (Article 44, paragraph 2g EC Treaty). However, the Directive itself provides the possibility to evade the enforcement of these provisions: (i) at the transposition of the Directive into the national law, and (ii) after the implementation stage, when the parties to a bid are obliged to launch a mandatory bid. Additionally, the provisions themselves are characterized by many drawbacks and problems of interpretation, which reveal theirweakness to contribute to the protection of the shareholders and subsequently to the freedom of establishment through takeover bids. Furthermore, the most important mandatory provisions of the Directive are easily avoidable and become de facto optional. If this conclusion is combined with the optionality of the two key provisions and the Reciprocity Rule, the EU Directive will not have any significant effect on the integration of the European Market for Corporate Control, the promotion of cross-border corporate mobility, the protection of shareholders and the protection of freedom of establishment in general. The Directive does not really ‘exist’. This Article will analyse the most important mandatory provisions of the Directive, namely the Mandatory Bid Rule (Article 5), the squeeze-out right (Article 15) and the sell-out right (Article 16).

Leaving nothing but ripples on the water: performing ecotourism natures

This paper investigates nature–society relationships through the socio-spatial practices of ecotourism. Drawing on Whatmore's ideas of ‘hybrid geographies’, we examine the embodied experiences of kayakers participating in ecotours in Krabi Province, Thailand. Calling upon relational materiality, particular attention is given to the corporeal mobilities and experiences to explore performing ecotourism natures of the kayaker. Our case study provides a lens through which to explore methods for engaging with the sensuous worlds. Our results suggest that in the performances of enacting ecotourism geographies, kayakers are unable to move beyond the bounds of the natural premised on its separation from the human realm. We conclude by critically reflecting on our methodology.

Corporate Mobility in Europe and its Consequences for Estonian Law

A paper deals with problems related to the regulatory competition authorized by European Court of Justice rulings. As the foundation of UK Ltd is cheap due to non-existing minimum capital requirement the other Member States have an opportunity to oppose the situation by low foundation costs. Until the cross-border transfer of seat is not regulated on the EU level its seems to be premature for Member States start settling these issues themselves.