Die grenzüberschreitende Sitzverlegung von Kapitalgesellschaften in der Europäischen Union

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Abstract

In it's "Vale" decision the ECJ ruled that the cross-border transfer of the registered office of a company is guaranteed under the freedom of establishment. The author examines the consequences of such transfer with regard to affected stakeholders, in particular shareholders, creditors as well as tax or codetermination effects.

Based on this stakeholder analysis the work examines whether there is a need for a legislative instrument at EU level, together with questions about its possible content and barriers that currently exist for companies that want to transfer their registered offices across borders. The author develops a proposal for such legal framework in the form of a European Directive which balances the affected stakeholder interests while taking a practical approach also with the existing legislative frameworks of i.a. the SE-regulation and the cross-border merger directive in mind.

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Nomos Verlagsgesellschaft mbH & Co. KG

Waldseestr. 3-5
76530 Baden-Baden, Deutschland

nomos@nomos.de

www.nomos.de