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Book
Creditor protection in private companies
Author:
ISBN: 9780521895385 0521895383 9780511576553 1107201500 9786612103896 0511517459 0511517947 0511576552 0511514409 128210389X 0511515472 0511516754 9780511517945 9781282103894 9781107201507 6612103892 9780511517457 9780511515477 9780511514401 9780511516757 Year: 2009 Publisher: Cambridge, UK New York Cambridge University Press

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Abstract

Limited liability companies form the backbone of our modern economy. However, there is a persistent danger of moral hazard on the part of directors and shareholders, particularly in closely held or private companies. Like all developed legal systems, English and German law both provide mechanisms designed to protect creditors from such risks. This book investigates some of these mechanisms, including the avoidance of pre-insolvency acts, capital maintenance and creditor-regarding duties of directors. By analysing the different conceptual and doctrinal perspectives inherent in the English and German systems, this book seeks to advance a discourse between audiences with different legal backgrounds. It will be an invaluable guide for those wishing to understand how the protective mechanisms operate and interact with each other, and how they do so in quite different ways in the two jurisdictions.

Keywords

Private companies --- Corporations --- Debtor and creditor --- Corporation reserves --- Directors of corporations --- Finance --- Law and legislation --- Legal status, laws, etc --- Legal status, laws, etc. --- Finance. --- -Corporations --- -346.077 --- Eb6 --- Business corporations --- C corporations --- Corporations, Business --- Corporations, Public --- Limited companies --- Publicly held corporations --- Publicly traded corporations --- Public limited companies --- Stock corporations --- Subchapter C corporations --- Business enterprises --- Corporate power --- Disincorporation --- Stocks --- Trusts, Industrial --- -Law and legislation --- -Finance --- -Corporation reserves --- -Private companies --- Law --- General and Others --- Private companies - Germany - Finance --- Corporations - Finance - Law and legislation - Germany --- Debtor and creditor - Germany --- Corporation reserves - Law and legislation - Germany --- Directors of corporations - Legal status, laws, etc - Germany --- Private companies - Great Britain - Finance --- Corporations - Finance - Law and legislation - Great Britain --- Debtor and creditor - Great Britain --- Corporation reserves - Law and legislation - Great Britain --- Directors of corporations - Legal status, laws, etc - Great Britain --- Royaume-Uni --- Allemagne --- Corporate reserves --- Reserve funds, Corporation --- Reserves, Corporation --- Amortization --- Cash flow --- Reserves (Accounting) --- Sinking-funds --- Companies, Private --- Limited liability companies --- LLCs (Limited liability companies) --- Private limited companies --- Corporation law --- Limited liability --- Reserves --- Accounting


Book
Legal Capital in Europe
Authors: --- --- --- --- --- et al.
ISBN: 3899493397 311092658X 9783899493399 9783110926583 Year: 2011 Volume: 1 Publisher: Berlin Boston

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Abstract

Europe has known very different systems of company laws for a long time. These differences do not only pertain to the board structures of public companies, where single-tier and two-tier structures can be distinguished, they also pertain to the principles of fixed legal capital. Fixed legal capital is not a traditional ingredient of English and Irish company law and had to be incorpo-rated into these legal systems (only) for public limited companies according to the Second European Company Law Directive of 1976. Both jurisdictions have never really embraced these rules. Against this background, the British Accounting Standards Board (ASB) and the Company Law Centre at the British Institute of International and Comparative Law (BIICL) have initiated and supported a study of the benefits of this legal system by a group of experts led by Jonathan Rickford. The report of this group has been published in 2004. Its result was that legal capital was costly and superfluous; hence, the Second Directive should be repealed. The British government has adopted this view and wants the European Commission to act accordingly. Against this background a group 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 guided by the following questions: What is the relevant legal concept supposed to achieve?What does it achieve in reality?What criticisms are there?Which proposals or alternatives are available? From the outset the group of experts has endeavoured to cooperate with foreign colleagues, which resulted in very fruitful and pleasant exchanges. 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. The British initiative disapproves of the Second Directive. The Directive does only deal with public limited companies in Europe, which is reflected in the analysis presented here. It is only concerned with the fixed legal capital of public limited companies, not with capital issues of private companies. The study has arrived at a result that differs completely from that of the Rickford group. It verifies the usefulness of the concept of fixed legal capital and wishes to convince the European Commission of the benefits of the Second Company Law Directive.

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