Legal challenges in a world of negative interest rates

Banking in a Brave New World

Financial institutions, insurers, investors, and their legal counsel need to substantially adapt their way of thinking and operating in a negative interest rate environment

See post (Stibbe) here.

Corporate law after Brexit

Michael Schillig on Oxford Business Law Blog

“The safest option for UK incorporated companies that have their central administration in real seat countries is to convert into a company form of another Member State prior to Brexit taking effect”

See post here.

Distributions to shareholders: inspiration from the ‘partnership en commandite’?

In case of an irregular distribution a shareholder – even in good faith – is less deserving of protection than a creditor

A previous post had a look at the ancient partnership en commandite as a treasure-trove for company law reform. This post explores what we can learn from the ‘partnership en commandite’ for the regulation of  distributions to shareholders. Continue reading “Distributions to shareholders: inspiration from the ‘partnership en commandite’?”

The Insolvency Regulation (case-law)

SCI Senior Home – article 5 Regulation 1346/2000

In its judgment of today (read here), the Court of Justice interpreted article 5 of Regulation 1346/2000. Pursuant to this article, the opening of insolvency proceedings shall not affect the rights in rem of creditors or third parties in respect of tangible or intangible, moveable or immoveable assets – both specific assets and collections of indefinite assets as a whole which change from time to time – belonging to the debtor which are situated within the territory of another Member State at the time of the opening of proceedings.  Continue reading “The Insolvency Regulation (case-law)”

An ‘entity’ or not an ‘entity’, that is the question.

Is the common law trust an ‘entity’ on the same footing as a legal person?

In a seminal case regarding trust matters, the Court of Justice of the European Free Trade Association (‘EFTA Court’) has ruled in Olsen (7 July 2014) that a trust, as a form of establishment, may fall within the scope of articles 31 and 40 of the Agreement on the European Economic Area (‘EEA Agreement’). Continue reading “An ‘entity’ or not an ‘entity’, that is the question.”

Good faith in contractual dealings: abstract versus concrete

good-faith

Many legal procedures focus on the question whether or not the contractants have acted in good faith. Long gone are the days that contracts were (just) considered to be the meeting point of antagonistic interests. René Demogue famously introduced the idea that contracts constitute a “petite société”, with the contractual parties having common – not divergent – interests (Traité des obligations en général, 1931, t. VI, 9). Continue reading “Good faith in contractual dealings: abstract versus concrete”

Real seat by any other name would smell as sweet?

The Kornhaas judgment: insolvency law as a safe harbour for Real Seat provisions?

In its judgment of 10 December 2015 (C‑594/14, Kornhaas), the European Court of Justice (CJEU) addressed two issues which are at the heart of the debate on the intra-Union mobility of companies: Continue reading “Real seat by any other name would smell as sweet?”