Abuse of Companies (European Company Law, 15)

Book info: Abuse of Companies (European Company Law, 15) (Hardcover, 424 pages) – Wolters Kluwer, 2019. Language: English.

Whether the corporate form is used to avoid liabilities or cover illegal acts, or whether abuse is practised to obtain certain advantages, the subject of this first-ever in-depth survey and analysis garners more attention every day – both in legal literature and in popular media. Taken together, the authoritative contributions in this book clearly and comprehensively reveal typical situations where abuse may take place and how company law and other areas of law have tackled these incidents and practices in a variety of key jurisdictions.

Focusing on Europe but with global implications, the topics raised include the following:

• how group structures may be used by multinational enterprises to escape regulation and avoid taxation;
• whether the decision to incorporate a company in a particular jurisdiction may be abusive;
• companies set up for the purpose of money laundering;
• letterbox companies formed as a front to allow a company to benefit from one legal regime and avoid others;
• ex post transfers of seats such as cross-border mergers and conversions;
• when the use of phoenix companies may constitute an abuse of the corporate form;
• how corporate mobility is used to circumvent worker participation; and
• how online company formation and technological innovation may foster abuse.

This book helps to explain how the line is drawn between abuse and (creative) use of the corporate form. Remedies covered include restricting the use of bearer shares, setting minimum capital requirements, piercing the corporate veil, ensuring transparency of beneficial ownership, using insolvency law to lodge claims against directors and shareholders and recover assets, and applying the general principle prohibiting abuse.

There is no other book on the market focusing on abuse of companies and giving such a comprehensive analysis of the topic. Practitioners will get guidelines on how to avoid becoming involved in activities that may constitute abuse and how to address instances where abuse has occurred, and interested academics, legislators, and enforcement authorities in Europe and beyond will find this book’s perspectives invaluable.

Editorial Reviews About the Author Hanne S. Birkmose is a Professor at the Department of Law, Aarhus University, Denmark. Her research areas include Company Law in particular International Company Law and EU Company Law and Corporate Governance, and she has written several national and international articles within these areas. She is also the author of books on UCITS and Alternative Investment Funds in Denmark. Recently, she has mainly worked with shareholder activism and the role of institutional shareholders. In 2014, she received a three-year research grant from the Danish Independent Research Council for a project on Shareholders Duties. She is a member of the ECGI (European Corporate Governance Institute, Brussels), the Nordic Company Law Network, and the Nordic Corporate Governance Network. Mette Neville is a Professor at the Department of Law, Aarhus University, Denmark and a director of the Centre for Small and Medium-sized Enterprises, which is an interdisciplinary research centre that focuses on growth and development in SMEs, including the value creation of the board. She leads several major research projects in collaboration with the SMEs, such as The SME board as a digital catalyst, Growth management for the future. She is the head of education for Board education with a focus on SMEs, and Education for the Chairman of the Board (both at Aarhus BSS) and she has extensive board experience. She is a member of several Councils and Committees, for example the SME:Board (appointed by the Minister for Industry, Business and Financial Affairs), Chairman of the Disciplinary Committee at OMX Commodities, Norway (financial energy market for Norway, Denmark, Sweden and Finland, and she is a member of the expert panel of the Financial Supervisory Authority s Board of Directors. Karsten Engsig Sørensen is a Professor at the Department of Law, Aarhus University, Denmark. He holds a Danish law degree, a PhD (on EU Company Law), and a Danish Dr. Jur. (on joint ventures). Furthermore, he holds an LLM from the University of Exeter. His research is mainly focused on EU Law and Company Law, and within these areas he has published several books and articles in both Danish and English. Additionally, he has been the editor of several books on Company Law, EU Law, and WTO Law appearing on, inter alia, Kluwer Law International and Cambridge University Press. He is a one of the two editors of the SSRN e-journal on Nordic and European Company Law, and a member of the Nordic Network for Company Law.