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Taking a text, cases and materials approach, this book remains the main student textbook on European company law, providing valuable insights into the subject and shedding light on its future development. Textboxes for explanatory content, cases and materials - such as EU legislation, official documents and excerpts from scholarly papers - are clearly differentiated from the text, allowing students to quickly identify sources. Each chapter also includes suggestions for further reading. Structured in seven parts, the book explores topics ranging from what European company law is, and the common rules for the establishment, financing and accounting of a company, to corporate governance, the structure of the Societas Europaea Statute, EU company law directives, capital markets and takeover law, and insolvency. The book is an essential resource for the growing number of graduate courses on European company law, European business law, and comparative corporate law.
List of contents
Part I. The Origins and Future of European Company Law: 1. TFEU Provisions on Company Law; 2. The Company Law Directives; 3. Uniform Company Law; 4. Simplifying and Modernising European Company Law; Part II. The Right of Establishment: 5. Primary Establishment in CJEU Case Law; 6. Secondary Establishment in CJEU Case Law; 7. Cross- Border Mobility: From Case Law to Statutory Law; Part III. Formation: 8. The Setting Up of a New Company; 9. The Formation of a Societas Europaea; Part IV. Finance and Accounts: 10. Legal Capital and Capital Formation; 11. Capital Maintenance; 12. Annual and Consolidated Accounts; Part V. Corporate Governance:13. Corporate Governance; 14. Management and Control; 15. General Meeting; 16. Protection of Minorities and Equal Treatment of Shareholders (I); Part VI. Capital Markets and Takeover Regulation: 17. Capital Markets; 18. Takeover Regulation; Part VII. Merger, Division, Conversion, Dissolution and Insolvency: 19. Merger, Division and Conversion; 20. Dissolution and Insolvency.
About the author
Nicola de Luca is Professor of law at Vanvitelli University (Naples) and Luiss University (Rome). In Naples, he teaches company law and insurance law, in Rome he holds courses in company law and European business and company law. Professor de Luca has conducted extensive research on shareholders' relations, comparative corporate governance, mergers and acquisitions, and many other issues. He has been a visiting scholar at prestigious institutions including Yale, the University of Heidelberg and others. He is the author of five monographs, a handbook and a treatise on company law, a handbook on insurance law, and numerous articles and case notes.
