PART I

FREEDOM OF ESTABLISHMENT OF COMPANIES IN THE EU

Chapter 1.  THE CROSS-BORDER MOBILITY DIRECTIVE AND CONFLICT OF LAWS – PLEASE MIND THE GAP

I.  Introduction

II . Jurisdictional Rules of the Directive

III.  Conflict-of-Laws and the Cross-Border Mobility Directive

IV.  Future Perspectives

V.  Conclusion

Chapter 2. COMPANY & INSOLVENCY LAW PERSPECTIVES ON A CHOICE OF LAW FOR LIMITED LIABILITY COMPANIES

I. Introduction

II. The European Legal Framework

III. The Scope of The Law of Companies.  Between Solvency and Insolvency

IV. Recapitulation.  Grounds for Developing a Doctrine on The Law Applicable To Creditor Protection

Chapter 3. FIGHTING LETTER-BOX COMPANIES WITH AN ANTI-ABUSE MECHANISM INTRODUCED BY DIRECTIVE 2019/212 AMENDING DIRECTIVE (EU) 2017/1132 AS REGARDS CROSS-BORDER CONVERSIONS, MERGERS AND DIVISIONS

I. Introduction

II. Corporate Law and Regulatory Arbitrage

III. Brief Taxonomy of LBCs (Ab)uses in Cross-Border Restructurings

IV. Non-Company Law Rules Concerning Abusive LBCs

V. New Law on Cross-Border Corporate Restructurings

VI. Conclusions

Chapter 4. MUCH ADO ABOUT PROFIT? – ON THE PERSONAL SCOPE OF FREEDOM OF ESTABLISHMENT

I. Introduction

II. The For-Profit Requirement and Its Conceptual Framework

III.  Afunctional Approach to Profit as an Autonomous Concept of EU Law

IV. Profit within the System of Fundamental Freedoms of the Internal Market

V. Policy Implications for the Freedom of Establishment for Companies and Firms

VI. Conclusions

PART II

CROSS-BORDER CONVERSIONS, MERGERS AND DIVISIONS IN THE EU

Chapter 5. CROSS-BORDER CONVERSIONS UNDER THE LEGAL FRAMEWORK INTRODUCED BY THE DIRECTIVE (EU) 2019/2121: SELECTED ISSUES

I. Introduction

II. Key Characteristics of the Cross-Border Conversion

III. Minimum Substantive Safeguard for Minority Shareholders

IV. Anti-Abuse Mechanism

V. Concluding Remarks

Chapter 6. ON THE EVE OF THE TRANSPOSITION OF THE MOBILITY DIRECTIVE INTO MEMBER STATE LAW – A GLIMPSE BACK AND FORTH FROM A GERMAN AND AUSTRIAN PERSPECTIVE

I. Introduction

II. Cross-Border Conversions and Underlying ECJ Case Law

III. Accepted Principle and Controversial Details

IV. Relevance of Mobility Directive (EU) 2019/2121 before Expiry of the Transposition

V. Concluding Remarks

Chapter 7. THE NEW REGIME FOR CROSS-BORDER MERGERS UNDER DIRECTIVE (EU) 2019/2121

I.  A«Significant Milestone in Improving the Functioning of the Internal Market»

II. Main Deficit of the Old Regime: A Confusing Pattern of Stakeholder Protection Rules

III. The Cornerstones of the New Harmonisation of Stakeholder Protection

IV. Partnerships – Still Left Out, Art.  118 Old as New CLD

V. Conclusion: A Significant, But Still Not Sufficient Improvement

Chapter 8. POSSIBILITIES AND PROCEDURAL ASPECTS OF EU CROSS-BORDER DIVISIONS

I. Introduction: Legal and Judicial Background

II. General Overview: The Scope of the New EU Legal Framework for Cross-Border Divisions

III. Preparation of the EU Cross-Border Division

IV. Approval by the General Meeting

V. Execution of the EU Cross-Border Division

VI. Final Remarks

Chapter 9. CREDITOR PROTECTION IN CROSS-BORDER CONVERSIONS, MERGERS AND DIVISIONS: THE HARMONISED EU REGIME

I. Introduction

II. The Directive Rules on Creditor Protection

III. How Cross-Border Conversions, Mergers and Divisions May Harm Creditors

IV. Are The Protections Set Forth in the Directive Justified?

Chapter 10. MINORITY SHAREHOLDER PROTECTION IN CROSS-BORDER CONVERSIONS, MERGERS AND DIVISIONS

I. Introduction

II. Shareholder Protection Model

III. Protection Mechanisms in a Broader Sense

IV. Protection Mechanisms in a Narrower Sense

V. Conclusion

Chapter 11. THE EXIT RIGHT OF SHAREHOLDERS IN CROSS-BORDER CONVERSIONS, MERGERS, DIVISIONS

I. Introduction

II. Members’ Risks

Chapter 12. EMPLOYEE PARTICIPATION IN EU CROSS-BORDER COMPANY MOBILITY

I. Introduction

II. Policy Options on Codetermination in Cross-Border Operations

III. Scope of Application of EU Codetermination Rules

IV. Codetermination’s Legal Alternative