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Edited Book No access
Stakeholder Protection in Restructuring
Selected Company and Labour Law Issues- Editors:
- |
- Publisher:
- 2019
Summary
Restructuring of companies, particularly merger and division both domestically or in a cross-border situation, has far-reaching consequences for all stakeholders. The contributions focus on the question of how to protect the interests of shareholders, creditors and employees at a European and national level appropriately. The articles discuss how to promote freedom of establishment in the growing competition between legal systems without encouraging a race to the bottom in the company and labour law framework. The cross-border conversion of companies is particularly delicate in this regard. From the workers’ point of view, it is decisive whether a restructuring constitute a transfer of undertaking and which labour law consequences a transfer has. Another particularly interesting aspect is the fate of the board-level employee representation in case of corporate restructuring. The papers shed light on European developments and some selected national manifestations of these issues. The authors are distinguished Austrian, German, Italian, Spanish, Polish, Serbian and Macedonian professors who specialise in company and labour law.
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Bibliographic data
- Edition
- 1/2019
- Copyright year
- 2019
- ISBN-Print
- 978-3-8487-5044-3
- ISBN-Online
- 978-3-8452-9216-8
- Publisher
- Nomos, Baden-Baden
- Language
- English
- Pages
- 286
- Product type
- Edited Book
Table of contents
ChapterPages
- Titelei/Inhaltsverzeichnis No access Pages 1 - 4
- Foreword No access Pages 5 - 8
- Authors No access Pages 9 - 12
- Authors:
- Authors:
- I. Lack of Legal European Harmonization and Difficulties of Converting Cross-Border No accessAuthors:
- II. The Company Law Package No accessAuthors:
- Authors:
- I. Scope of the Proposal No accessAuthors:
- Authors:
- 1. The Controversial No accessAuthors:
- Authors:
- a. The Polbud Judgment No accessAuthors:
- b. The ECJ’s Tax Doctrine Behind the “Artificial Arrangement” Anti-Abuse Clause No accessAuthors:
- Authors:
- Authors:
- a. Preliminary Phase: Conversion Draft and Reports No accessAuthors:
- b. The Resolution on Conversion and Protection Remedies No accessAuthors:
- c. The Two-Pronged Scrutiny No accessAuthors:
- 2. The Control of the “Artificial Arrangements” No accessAuthors:
- Authors:
- 1. General Overview No accessAuthors:
- Authors:
- a. General Considerations: Grounds and Techniques to Protect Minority Shareholders No accessAuthors:
- b. Protection Techniques for Cross-Border Mobility in European Secondary Law and National Laws No accessAuthors:
- Authors:
- c.1. Subjective Scope No accessAuthors:
- c.2. Enforcement of the Exit Right No accessAuthors:
- Authors:
- a. General Considerations: Grounds and Techniques for the Protection of Creditors No accessAuthors:
- b. Protection Techniques for Cross-Border Mobility in European Secondary Law and National Laws No accessAuthors:
- c. Protection Techniques under the Proposal No accessAuthors:
- Authors:
- Documents and Studies No accessAuthors:
- Authors:
- A. Introduction No accessAuthors:
- Authors:
- I. Introduction No accessAuthors:
- II. Risks for Creditors No accessAuthors:
- III. European Solution No accessAuthors:
- Authors:
- 1. Institutional Creditor Protection No accessAuthors:
- 2. Individual Creditor Protection No accessAuthors:
- V. Remarks de lege ferenda No accessAuthors:
- Authors:
- I. Introduction No accessAuthors:
- II. Risks for Creditors No accessAuthors:
- III. European Solution No accessAuthors:
- IV. National Measures No accessAuthors:
- V. Ongoing Reform of Creditor Protection in Cross-border Mergers No accessAuthors:
- D. Concluding Remarks No accessAuthors:
- Bibliography No accessAuthors:
- Authors:
- A. Introduction No accessAuthors:
- B. Regulation of Creditor Protection in the Serbian Partnerships and Companies Act No accessAuthors:
- Authors:
- I. Duty to Inform the Creditors No accessAuthors:
- II. Liability of the Companies No accessAuthors:
- III. Right to Obtain Adequate Safeguards No accessAuthors:
- IV. Judicial Protection No accessAuthors:
- D. Conclusion No accessAuthors:
- Bibliography No accessAuthors:
- Authors:
- A. General Overview on Structural Modifications in Serbian Law No accessAuthors:
- Authors:
- Authors:
- 1. Draft Merger Contract and Division Plan No accessAuthors:
- 2. Board Report on Merger or Division No accessAuthors:
- 3. Expert’s Report on Merger or Division No accessAuthors:
- 4. Financial Statements No accessAuthors:
- II. Shareholders’ Right to Inspect Documents No accessAuthors:
- Authors:
- 1. General Rules No accessAuthors:
- 2. Simplified Merger (Division) Procedure as a Derogation from the Requirement of Approval by the Shareholders No accessAuthors:
- Authors:
- 1. Control by a Notary Public No accessAuthors:
- 2. Control Conducted by Registrar No accessAuthors:
- Authors:
- I. The Right of Dissenting Shareholders to Exit the Company (Appraisal Right) No accessAuthors:
- II. The Right to Additional Payment No accessAuthors:
- III. The Right to Challenge the Decision of the General Meeting No accessAuthors:
- IV. Liability for Damages No accessAuthors:
- Bibliography No accessAuthors:
- Authors:
- A. Corporate Restructuring as Challenge for Employee Participation in the Boards No accessAuthors:
- Authors:
- I. National Mergers No accessAuthors:
- Authors:
- 1. Duty to Negotiate an Agreement on Employee Involvement No accessAuthors:
- Authors:
- a) Negotiation of an Agreement on Employee Participation No accessAuthors:
- b) Application of the Standard Rules No accessAuthors:
- 3. Reform No accessAuthors:
- Authors:
- I. National Divisions of Limited Liability Companies No accessAuthors:
- Authors:
- 1. The Negotiation Model No accessAuthors:
- 2. Abusive Cross-Border Divisions No accessAuthors:
- D. Cross-Border Conversions No accessAuthors:
- Authors:
- I. Circumvention of National Employee Participation Schemes No accessAuthors:
- Authors:
- 1. Harmonization of the National Laws of the Member States No accessAuthors:
- 2. Extension of National Board-Level Representation Schemes to Foreign Corporations No accessAuthors:
- F. Concluding Remarks No accessAuthors:
- Authors:
- European Regulations No accessAuthors:
- Authors:
- A. Introduction No accessAuthors:
- B. The Concept of the Board-Level Employee Representation No accessAuthors:
- Authors:
- I. First Case: 500 Employees and Existing Employee Participation System No accessAuthors:
- II. Second Case: Reduction of the Level of Employee Participation No accessAuthors:
- III. Third Case: Restriction of Participation Rights to Domestic Employees No accessAuthors:
- Authors:
- I. The Background Regulation of SE No accessAuthors:
- II. Lack of Employee Representation No accessAuthors:
- E. Proposal by the European Commission to Amend the Rules No accessAuthors:
- Authors:
- I. Introduction No accessAuthors:
- II. Cross-Border Merger Before Reaching the Threshold No accessAuthors:
- III. Use of Temporary Workers No accessAuthors:
- IV. Relocation of the Corporate Growth Abroad No accessAuthors:
- Authors:
- 1. Applicable Company Law in the Light of the Case Law of the CJEU No accessAuthors:
- 2. Law Applicable to Employee Participation System No accessAuthors:
- G. Conclusion No accessAuthors:
- Authors:
- Regulations No accessAuthors:
- Authors:
- A. Introduction – The substantive normative core of the directive No accessAuthors:
- B. The balance between a static safeguard of working conditions and dynamic freedom of the employer No accessAuthors:
- Authors:
- I. Limits to the dynamic referral No accessAuthors:
- II. The automatic substitution of the transferor’s collective agreement No accessAuthors:
- III. The continuing effect of the rescinded collective agreement No accessAuthors:
- Authors:
- Regulations and case law No accessAuthors:
- Authors:
- A. Introduction No accessAuthors:
- B. Application of Directive 2001/23/EC in Cross-Border Scenarios No accessAuthors:
- Authors:
- I. Change of Ownership No accessAuthors:
- II. Identity of the Economic Entity in Cross-Border Scenarios No accessAuthors:
- Authors:
- I. Scope of Directive 2001/23/EC No accessAuthors:
- Authors:
- 1. Introduction No accessAuthors:
- 2. Article 9 of the Rome I Regulation No. 593/2008: Transfer of Undertakings Rules as “Overriding Mandatory Provisions”? No accessAuthors:
- 3. Article 8(2) of the Rome I Regulation No. 593/2008: Relocation Transfers and Change of the Applicable Law No accessAuthors:
- 4. Article 8(4) of the Rome I Regulation No. 593/2008: Escape Clause No accessAuthors:
- 5. Objective of Directive 2001/23/EC and Preservation of Statutory Rights? No accessAuthors:
- III. De Lege Ferenda No accessAuthors:
- Authors:
- I. Automatic Transfer of the Employment Contract and Change of the Place of Work No accessAuthors:
- II. Relocation Transfers and Dismissal of the Transferred Employees No accessAuthors:
- III. Right of Objection No accessAuthors:
- IV. Termination due to a Substantial Change of Working Conditions No accessAuthors:
- V. Solution: Choice of Law? No accessAuthors:
- F. Summary No accessAuthors:
- Bibliography No accessAuthors:
- Authors:
- A. Introduction No accessAuthors:
- Authors:
- I. No Requirement of the Preservation of the Economic Identity No accessAuthors:
- Authors:
- 1. Status Changes of Employer No accessAuthors:
- 2. Change of Ownership of a Capital of a Legal Entity No accessAuthors:
- C. The Principle of the Preservation of Employment No accessAuthors:
- D. Preservation of Working Conditions of the Collective Agreement No accessAuthors:
- E. The Liability for Claims of Employees Due Before the Change of Employer No accessAuthors:
- Authors:
- I. The Relationship between Dismissal and Change of Employer No accessAuthors:
- II. Protection Against Dismissal by the Transferor No accessAuthors:
- III. Protection Against Dismissal by the Transferee No accessAuthors:
- G. Collective Rights of Employees in the Event of a Transfer of Undertaking No accessAuthors:
- H. Conclusion No accessAuthors:
- Authors:
- Regulations and case law No accessAuthors:
- List of abbreviations No accessAuthors:
- Authors: |
- A. Introduction No accessAuthors: |
- Authors: |
- Authors: |
- 1. Status Changes of Companies (Changes in the Organisation and Management of the Business of the Employer) No accessAuthors: |
- 2. Legal Acts (Changes in the Undertaking’s Ownership) No accessAuthors: |
- II. Determination of the Subject of Transfer and Maintenance of its Identity No accessAuthors: |
- Authors: |
- I. Consent of the Employee for the Transfer of the Employment Contract No accessAuthors: |
- II. Prohibition of Dismissals No accessAuthors: |
- D. Conclusion No accessAuthors: |
- Authors: |
- Legislation No accessAuthors: |
