The Dutch Corporate Governance Code contains principles and best practice provisions addressing the relationship between management board, supervisory board, shareholders and other stakeholders at Dutch listed companies. This book provides practical guidance explaining these principles and best practice provisions and offering insights into the Code’s structure and background. In December 2022, the fourth version of the Code was published, incorporating societal themes such as sustainable l...

The harmonisation of company law has always been on the agenda of the European Union. Besides the protection of third parties affected by business transactions, the founders had two other objectives: first, promoting freedom of establishment, and second, preventing the abuse of such freedom. In fact, the fear of the Netherlands becoming the ‘Delaware of Europe' (in terms of competition among Member States) seemed real, until, ironically, at the beginning of the 21st century, it was the privi...

This study analyzes how a Dutch parent or subsidiary entity, which holds or is part of an international and economically active group, addresses (potential) negative effects of its business activities via ESG. The research focuses on the actual implementation and execution of ESG policies. The methods used for this analysis are diverse and include interdisciplinary legal-economic research and interviews. The conclusions of this report are threefold. First, it is shown that legal and operation...

This publication contains one page summaries of the most important decisions of the Court of Justice of the European Union (CJEU) with regard to trade mark law and is intended as an overview of, or firstintroduction, to European trade mark case law. The facts and the relevant rule of law of most decisions are summarized in one or two sentences and often combined with the verbatim text of the most important paragraphs od the decisions. This book is an easy-reference manual in which the essence...

‘Limits to Group Structures and Asset Partitioning in Insolvency: The 800-pound gorilla’ was the theme of the 2018 annual meeting of the NACIIL. This theme encompasses two related topics at the intersection of corporate law and insolvency law:(1) the artificial subdivision of enterprises over different legal entities (asset partitioning) and (2) selective perforation by means of guarantees.

Examples of strategic division of assets over group companies are attempts to actively suppress val...

In 2019, the European Parliament and the Council adopted the Preventive Restructuring Directive (2019/1023), providing for minimum harmonisation of, among others, preventive restructuring frameworks (PRF). This book provides in-depth analyses of its implementation in seven European countries: Austria, Denmark, France, Germany, Greece, The Netherlands, and the United Kingdom. Whereas Member States of the European Union were under a duty to complete implementation by July 2022, the United Kingd...

Which rights and obligations arise from the EU principle prohibiting unjust enrichment? This is the first publication to thoroughly examine the consequences this principle has # or may have # for private law relationships. An illuminating analysis, bearing both academic and practical importance. As the interplay between EU law and national private law intensifies, the question arises how the EU principle prohibiting unjust enrichment plays into various legal relationships involving one or m...

This book explores the relationship between interconnection regulation within the European Union's framework for electronic communications and principles of contract law. The European Union has achieved considerable progress in further opening up electronic communications markets and continues to monitor market behaviour. A review of the new regulatory framework (2002) that was implemented into the Member States' law is expected for 2006. The emphasis of regulation continues to lie on the app...

From 2017 up to 2022, the Conference on European Restructuring and Insolvency Law (CERIL) has adopted 12 Reports and Statements which concern salient topics in the area of European restructuring and insolvency law. In those Reports and Statements, CERIL promotes long-term improvements in restructuring and insolvency frameworks across Europe. This book compiles these analyses and recommendations – resulting from extensive dialogues among CERIL Conferees – to the EU legislator, EU Member S...

Can bankruptcy law offer debt relief to third parties who are not involved in a formal procedure themselves? This question is explored both in relation to guarantees and in relation to mass tort liability and has been a main topic of controversy recently in the US, arising in cases such as Purdue Pharma and the opioid crisis. Taken together, the answer to these questions will be decisive in the future scope of bankruptcy law and its relation to other fields of law. In their reports written fo...