Author: Arie Van Hoe

Arie Van Hoe, lawyer (Cresco) - corporate law, insolvency law, ESG.

In the meantime in the Netherlands

Last week, a fundamental reform of the basic legislation, including company and insolvency law, in Belgium was announced (De grote sprong voorwaarts: een nieuw BW, een hervormd ondernemings- en insolventierecht, een nieuw vennootschaps- en verenigingsrecht en de opheffing van het W.Kh.).

The Belgian legislator is not the only legislator planning reforms. Also last week, the Dutch Minister of Justice has announced a further modernisation of company law (Voortgang modernisering ondernemingsrecht).

Finally, the Corporate Governance Code Monitoring Committee has published the revised Dutch Corporate Governance Code. The Code 2016 can be read here. Dutch listed companies are required to report in 2018 on compliance with the revised Code in the 2017 financial year. The condition for this is that the revised Code must be enshrined in Dutch law by the cabinet in 2017.

Shareholders’ rights in EU companies: it’s the long-term, stupid!

On 9 December 2016, the EU’s committee of permanent representatives (COREPER) endorsed an agreement between the Slovak presidency and European Parliament representatives to strengthen shareholders engagement in big European companies (read, here). The agreement will encourage transparent and active engagement by shareholders of listed companies through a revision of the existing Shareholders’ Rights Directive (2007/36/EC). Continue reading “Shareholders’ rights in EU companies: it’s the long-term, stupid!”

Insider trading – Salman v. United States

wallstreet

On 6 December 2016, the Supreme Court of the United States unanimously ruled in favor of prosecutors in an insider trading case, saying that gifts of confidential information from business executives to relatives violate securities laws.  Continue reading “Insider trading – Salman v. United States”

Uncitral Working Group on Insolvency Law

The fiftieth session of Working Group V (Insolvency Law) will take place in Vienna from Monday 12 to Friday 16 December 2016. The delegates will discuss draft legislative provisions regarding the cross-border insolvency of multinational enterprise groups and the recognition and enforcement of insolvency-related judgments. For more information, see here.

Corporations or shareholders: who to tax?

Corporate tax rates are currently subject to a race-to-the-bottom between the Member States of the European Union. The latest Member State to announce a reduction of its statutory tax rate (to a, from a Belgian perspective, stunning 9%) is Hungary (read here). Theresa May has set the goal for the UK to keep its status as having the lowest corporation tax rate among the G20 group of countries (read here).

Continue reading “Corporations or shareholders: who to tax?”

Proposal for a Directive on preventive restructuring frameworks, second chance and measures to increase the efficiency of restructuring, insolvency and discharge procedures and amending Directive 2012/30/EU

The proposal of the European Commission, and additional information, can be consulted here. A detailed analysis of this proposal will follow shortly.

Breaking news: press conference on European insolvency proposal

This afternoon, European Commissioner Věra Jourová will give a press conference on the European insolvency proposal. See here.

Best practices in cross-border proceedings (SaveComp)

The goal of the SaveComp Project, funded by the European Union, is to collect and exchange best practices in the field of (pre-)insolvency cross-border proceedings, to help office holders in insolvency proceedings to better coordinate and implement international cooperation, thus enhancing management of multiple proceedings, reorganization of companies and the protection of creditors and interests of stakeholders. The Project aims to collect best practices, private international rules and case law in (pre)insolvency cross-border proceedings. Moreover, the Project aims to develop and exchange best practices with respect to cross-border proceedings.  Continue reading “Best practices in cross-border proceedings (SaveComp)”

Rechtspersoonlijkheid voor robots?

robot

Volgens sommige voorspellingen zullen 1/3 van de bestaande jobs in 2025 uitgeoefend worden door robots. Deze voorspelling voor de nabije toekomst stelt het recht voor uitdagingen die niet langer als science fiction afgedaan kunnen worden. Een belangrijke vraag in dit verband betreft het juridische statuut van robots. Continue reading “Rechtspersoonlijkheid voor robots?”

Secutarization and post-crisis financial regulation

The technique of securitization was at the heart of the financial crisis (for a primer on securitization, read here). Originally a sound instrument to mitigate risk, the standards of the securitization process degraded in the years leading up to the financial crisis, which contributed to excessive credit growth in and outside of the formal banking system (read here).  Continue reading “Secutarization and post-crisis financial regulation”

Past and future of bankruptcy

In a recent insightful paper, professor Mark Roe (Harvard) reflects on the past and future of bankruptcy. Three ages of bankruptcy are identified and linked to underlying market-based phenomena and institutional conditions (comp., R. Clark, “The Interdisciplinary Study of Legal Evolution”, Yale Law Journal 1981, pp. 1238-1274). The paper also looks forward. New market trends are identified that will shape the future of bankruptcy law. The paper can be read here.

Towards a European covered bond framework

On 18 November 2016, the European Banking Authority (EBA) will be holding a public hearing to outline its draft proposals on the European covered bond framework. A presentation with the outline of the draft proposals on recommended further actions can be consulted here. The EBA report on covered bonds of July 2014, which identified best practices to enhance robustness of the covered bond regulation across the EU, can be read here.

When the Going Gets Tough, the Shareholders Get Going

Last week was a busy week for the Court of Justice (read here and here). A third judgment worth mentioning is the Dowling and Others judgment (read here). This judgment concerns the position of shareholders (of institutions of systemic importance) in times of financial crisis. Continue reading “When the Going Gets Tough, the Shareholders Get Going”

Commercial Law Centre Webinar (University of Oxford)

The Commercial Law Centre (University of Oxford) hosts a series of interesting webinars. Previous webinars dealt with principles of cross-border insolvency law (Reinhard Bork) and form and substance in the determination of property rights (Anthony Duggan).  Continue reading “Commercial Law Centre Webinar (University of Oxford)”

All creditors are equal, but some creditors are more equal than others

Les biens du débiteur sont le gage commun de ses créanciers, et le prix s’en distribue entre eux par contribution, à moins qu’il n’y ait entre les créanciers des causes légitimes de préférence

Article 8 Belgian Loi Hypothécaire (art. 2093 French Civil Code) contains the basic principle of paritas creditorum. All creditors have an equal right to payment and the proceeds of the debtor’s estate shall be distributed in proportion to the size of their claims. The principle of equality is, however, not absolute. Secured and preferred creditors jump the queue, and are paid before ordinary creditors. The pari passu principle still is a bedrock principle of insolvency law. In reality, however, the rule has gradually become the exception (read about the pari passu myth, here). Ordinary creditors are left with peanuts once secured and preferred creditors are paid. All creditors are equal, but some creditors are more equal than others, indeed. Continue reading “All creditors are equal, but some creditors are more equal than others”