European company law : text, cases and materials /
Nicola de Luca, LUISS Guido Carli - Rome.
- xxii, 508 pages ; 26 cm
Includes bibliographical references and index.
TEFU provisions on company law -- The company law directives -- Uniform company law -- Simplifying and modernising european company law -- Primary establishment in ECJ case law -- Secondary establishment in ECJ case law -- New legislative trends -- The setting up of a new company -- The formation of a Societas Europaea -- Legal capital and capital formation -- Capital maintenabce -- Annual and consolidated accounts -- Corporate governance -- Management and control -- General meeting -- Protection of minorities and equal treatment of shareholders (1) -- Capital markets -- Takeover regulation -- Merger and division -- Dissolution and insolvency.
"As with corporate law itself, however, our principal focus in this book is not on establishing the corporate form per se. Rather, it is on a second, equally important function of corporate law: namely, reducing the ongoing costs of organizing business through the corporate form. Corporate law does this by facilitating coordination between participants in corporate enterprise, and by reducing the scope for value- reducing forms of opportunism among different constituencies"--