Legal Capital in Europe

by Lutter, Marcus

• ISBN13: 9783899493399
• ISBN10: 3899493397
• Format: Hardcover
• Copyright: 2006-11-30
• Publisher: De Gruyter

Summary

Agroup of German and European company law experts, academics as well as practitioners, have come together to scrutinise sense and benefits of fixed legal capital and all its specific elements. This volume contains, besides an executive summary of the results, 16 essays on specific aspects of legal capital in Germany covering also neighbouring fields of law (e.g. accounting, insolvency);7 reports on fixed legal capital in other jurisdictions (France, Great Britain, Italy, the Netherlands, Poland, Spain and the U.S.A.) addressing the same questions as the essays on German law.

Table of Contents

Legal capital of public companies in Europe - executive summary of considerations by the expert group on "legal capital in Europe"	p. 1
Elements of creditor protection
Minimum capital in the system of legal capital	p. 17
Raising cash and contributions in kind when forming a company and for capital increases	p. 42
Capital maintenance - the regime of the capital directive versus alternative systems	p. 75
Disguised distributions and capital maintenance in European company law	p. 94
Director's duties in the vicinity of insolvency - a comparative analysis with reports from Germany, Austria, Belgium, Denmark, England, Finland, France, Italy, the Netherlands, Norway, Spain and Sweden	p. 112
Grounds for insolvency and liability for delays in filing for insolvency proceedings - necessary supplement to capital protection	p. 144
Direct liability of controlling parties (piercing the corporate veil) and related legal constellations	p. 166
Directors liability in the member states of the European Union	p. 232
Directors' disqualification and creditor protection	p. 254
Fixed capital under German stock corporation law and its significance for the protection of investors and minority shareholders	p. 280
Special rules for shareholder loans : which consequences would arise for shareholder loans if the system of legal capital should be abolished?	p. 308
Claw-back rules and creditors' protection	p. 325
The future of creditor protection through capital maintenance rules in European company law - an economic perspective	p. 341
Improving creditor protection through IFRS reporting and solvency tests	p. 365
Does contract suffice to protect the creditors of a company and their interests?	p. 394
Single country reports
England	p. 413
Creditor protection through insolvency law in England	p. 427
Working group on the share capital in Europe - French answers to the questionnaire	p. 480
Legal capital rules in Italian company law and the EU perspective	p. 515
Capital and capital protection in The Netherlands : a doctrine in flux	p. 558
Capital protection in Spanish company law	p. 582
A report on selected aspects of legal capital under polish code of commercial companies	p. 597
Capital requirements in United States corporation law	p. 620
Life without legal capital : lessons from American law	p. 646
Table of Contents provided by Blackwell. All Rights Reserved.