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Contents
- Preliminary Material
- Main Text
- Part I Private International Law for Corporations
- 1 National Choice of Law for Corporations
- 2 The Incorporation and Real Seat Theories in Context
- Preliminary Material
- 2.01
- I Choice of Law for Corporations and Rules on Jurisdiction
- II Choice of Law for Corporations and Substantive Rules of Company Law
- III Concluding Remarks
- Part II The Impact of Freedom of Establishment on Private International Law for Corporations
- 3 The Normative Content of Freedom of Establishment
- Preliminary Material
- 3.01
- 3.02
- 3.03
- 3.04
- 3.05
- I The Daily Mail Case
- II The Centros Case
- III The Überseering Case
- A The Facts of the Case and the Proceedings before German Courts
- B The Ruling of the ECJ: The Relationship between the Daily Mail and Centros Cases
- C The Opinion of AG Colomer: The Relationship between the Daily Mail and Centros Cases
- D The Ruling of the ECJ: The Compatibility of the Real Seat Theory with Freedom of Establishment
- E The Reaction of Commentators
- IV The Inspire Art Case
- A The Netherlands Legislation on Pseudo-Foreign Corporations and the Facts of the Case
- B The Submissions of the Governments and the Commission: The Existence of a Breach of Freedom of Establishment
- C The Ruling of the ECJ on the Existence of a Breach of Freedom of Establishment
- D The Ruling of the ECJ on the Justification of the Breach of Freedom of Establishment
- E The Reaction of Commentators
- V The Sevic Case
- VI The Grunkin & Paul Case
- 3.87
- 3.88
- A The Facts of the Case
- B The Opinion of AG Sharpston
- C The Ruling of the ECJ
- D The Implications of Primary EU Law on Private International Law: The Grunkin & Paul and Überseering Cases
- E The reaction of Member States to a Ruling of Incompatibility
- VII The Cartesio Case
- VIII Further Developments
- 4 Letter-box Companies and the Doctrine of Abuse
- Preliminary Material
- 4.01
- 4.02
- 4.03
- I Corporate Mobility under the Services Directive
- A The Political Background of the Services Directive
- B The Lisbon Strategy
- C The Content of the Services Directive
- D The Commission’s Proposal for a Directive on Services in the Internal Market
- E The Reaction to the Commission’s Proposal
- F The Consequences of the Services Directive on Letter-box Companies
- II Letter-box Companies: The Post- Centros Development of the Doctrine of Abuse
- 5 Regulatory Competition for Incorporations
- Preliminary Material
- 5.01
- 5.02
- I Regulatory Competition for Corporate Charters in the USA
- II Delaware’s Prevalence in the US Market for Corporate Charters
- III Incentives for a State to Engage in Regulatory Competition
- IV Regulatory Competition for Corporate Charters in the European Union
- 5.43
- 5.44
- 5.45
- 5.46
- A The Prospect of Regulatory Competition with Regard to Company Law
- B Optimistic Approach: Plenty of, or Some Room for, Regulatory Competition
- C Pessimistic Approach: No, or Relatively Little Room for Regulatory Competition
- V Concluding Remarks
- 3 The Normative Content of Freedom of Establishment
- Part III The Impact of Freedom of Establishment on Private International Law for Insolvency
- 6 The Scheme of Insolvency Proceedings in the European Union
- Preliminary Material
- I General Features and Characteristics of the Insolvency Regulation
- II The Concept of the Centre of Main Interests
- III The Interpretation of the COMI by Domestic Courts
- IV The Impact of Freedom of Establishment on the Interpretation of the COMI
- A Is the COMI a Real Seat Theory Choice of Law for Insolvency?
- B The Compatibility of the Presumption Contained in Article 3(1) of the Insolvency Regulation with Freedom of Establishment
- C The Boundaries between Freedom of Establishment and Title V TFEU
- D Is the Reversal of the Presumption in Article 3(1) of the Insolvency Regulation an Unjustifiable Impediment to Freedom of Establishment?
- V Comparison of the COMI in the Insolvency Regulation with the COMI in the UNCITRAL Model Law on Cross-Border Insolvency
- 7 The COMI and Forum Shopping
- Preliminary Material
- 7.01
- I The Concept of Forum Shopping
- A Forum Shopping as a Term of Art in Private International Law
- B How Different, if at all, is the Meaning of Forum Shopping in the Insolvency Regulation?
- II Transfer of the Central Management
- III Transfer of the Registered Office
- IV Transfer of the COMI through Cross-Border Corporate Formations
- V Transfer of the COMI by Means of Successio Universalis
- 8 Regulatory Competition for Insolvencies
- 9 Reflections on the Intersection of Freedom of Establishment with Private International Law for Corporations
- 6 The Scheme of Insolvency Proceedings in the European Union
- Part I Private International Law for Corporations
- Further Material
