Corporations in private international law: A European perspective

Book abstract:

This book is one of the latest in the series produced by Oxford University Press, entitled 'Oxford Monographs in Private International Law'. The phenomenon of globalisation means companies are increasingly operating beyond the national borders of the countries in which they are established making private international law a highly important subject for company lawyers.

This publication, divided into three parts, offers a detailed analysis of the issues. Part one begins by exploring private international law recognition theories. Following on from this, it examines current EC law concerning the freedom of establishment of legal persons and looks at the complications of different countries using different theories of mutual recognition

Part 2 focuses on the current conflict of European law developments in relation to the recognition of foreign companies and the applicable proper law of the company. Six case studies are examined - three 'incorporation countries' (Netherlands, England and Switzerland) and three 'real seat' countries (Germany, France and Italy) with specific emphasis on how changes in national legislation are affecting private international law

The entry into force of the Treaty of Amsterdam has meant that an integrated approach to EC law and private international law is now advocated in order to develop instruments to facilitate cross-border company migration. Therefore, the final part of the book discusses how this may work in practice. It seeks to define the legal premises between EC law and private international law as well as examining some of the latest draft proposals concerning cross-border company migration such as the KPMG Proposal and the 1998 EC Draft Proposal for a Fourteenth Company Law Directive on Cross-border Company Transfers

This book will prove useful for practitioners, academics specialising in company law, EC law and private international law; the judiciary and reference libraries

Stephan Rammeloo is lecturer in law at the University of Maastricht in the Netherlands.