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Peter Kindler, Jan Lieder - European Corporate Law

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Peter Kindler (ed.), Jan Lieder (ed.)

European Corporate Law

2021

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Alexander Schall, David Günther, Michael Lamsa Article 17 Up-to-date information on national law with regard to the rights of third parties S. 136

„… Article 17 Up-to-date information on national law with regard to the rights of third parties 1 …” „… national law pursuant to which third parties may rely on information and each type of document referred to …” „… . Member States shall ensure that up-to-date information is made available explaining the provisions of …”

Titelei/Inhaltsverzeichnis

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Article 16 a 135 Up-to-date information on national law with regard to the rights of third parties …” „… Laws by Schulze / Lehmann 2021 European Corporate Law Article-by-Article Commentary edited by Peter …” „… BUT_Kindler_3691-1.indd 4 22.07.21 14:31 Company Law National company laws have been increasingly shaped …”

Peter Kindler, Simon Jobst Article 28 a Online registration of branches S. 150-156

„… respect – i.e. for the items to be disclosed – the regime contained in Art 36 et seq Company Law Directive …” „… diverges in part from that contained in Art 29 et seq Company Law Directive. In this respect, Arts 37 and …” „… 38(1) Company Law Directive, unlike Art 30 et seq Company Law Directive, contain a series minimum …”

Peter Kindler Article 34 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of the company from the register S. 179-182

„… that information. Art 34 Company Law Directive makes sure that the information on the winding-up or …” „… Article 34 Information on the opening and termination of winding-up or insolvency proceedings and …” „… be followed upon receipt of the information referred to in Article 20(1) and (2). Such procedure …”

Jan Lieder, Martin Bialluch Article 3 a Identification of shareholders S. 870-876

„… law. CHAPTER IA IDENTIFICATION OF SHAREHOLDERS, TRANSMISSION OF INFORMATION AND FACILITATION OF …” „… shall publish that information on its website. German law, for example, has not made use of this option …” „… interpretations in the application of national law3 and solidification of a double-track approach to (stock …”

Tobias de Raet Article 127 Pre-merger certificate S. 658-665

„… determine whether the information is correct.14 7 Grundmann, European Company Law. Organization, Finance and …” „… of the procedure which are governed by the law of the Member State of the merging company and to …” „… available; (c) any comments submitted in accordance with Article 123(1); and (d) information on the approval …”

Karsten Kühnle Article 86 m Pre-conversion certificate S. 467-478

„… which are governed by the law of the departure Member State and to issue a pre-conversion certificate …” „… Article 86 g (1); and (d) information on the approval by the general meeting referred to in Article 86 h …” „… company is accompanied by additional information, such as, in particular: (a) the number of employees at …”

Jan P. Brosius Article 4 Compulsory information to be provided in the statutes or instruments of incorporation or separate documents S. 79-83

„… information to be published.30 Member States may provide for further and stricter requirements.31 VII. Direct …” „… application (cf. → Foreword Art 44 mn. 64). Article 4 Compulsory information to be provided in the statutes or …” „… instruments of incorporation or separate documents The following information at least shall appear in either …”

Alexander Schall, David Günther, Michael Lamsa Article 13 i Disqualified directors S. 123-124

„… another Member State for information relevant for the disqualification of directors under the law of the …” „… Member State whether templates in such language shall be for information purposes only or whether it is …” „… providing for the possibility to take into account any disqualification that is in force, or information …”

Peter Kindler Article 29 Disclosure of documents and particulars relating to a branch S. 159-163

„… provision with regard to third countries. It is obvious that third countries cannot be obliged by EU law to …” „… branch of one of ‘their’ companies in a EU Member State. But without information on that fact they do not …” „… receipt of the documents and information referred to in Art 30(1)(h). It is up to the Member State where …”

Index S. 1029-1055

„… Union law 86m 19 – examination of documents and information 86m 13 – extended timelines 86m 15 …” „… 1, 37 1 Company conflicts of laws – connecting factors Intro 66 ff. Company file 16 2 Company Law …” „… relating to certain aspects of company law I: Accounting and Auditing Law II: Directive 2009/102/EC on …”

Jan Lieder, Martin Bialluch Article 3 j Transparency of proxy advisors S. 891-895

„… communications referred to in Article 25(6) MiFID II. Furthermore, where the information disclosed pursuant to …” „… paragraph 1 is already publicly available, the asset manager is not required to provide the information to …” „… provides Member States with an option to require information to be provided to other investors, at least …”

Peter Kindler, Simon Jobst Article 28 b Online filing of documents and information for branches S. 156-158

„… documents and information for branches 1. Member States shall ensure that documents and information referred …” „… before any authority or person or body mandated under national law to deal with the online filing …” „… require that certain or all documents and information referred to in paragraph 1 are only filed online. I …”

Klaus Bader, Andreas Börner Article 160 d Draft terms of cross-border divisions S. 748-757

„… IV. Scope of the Term “Procedures and Formalities” As Article 160 c contains a conflict of law …” „… provision at the level of European law, the scope of the term “procedures and formalities” needs to be …” „… interpreted solely in accordance with European law (as opposed to the law of the Member State of either the …”

Tobias de Raet Article 123 Disclosure S. 618-625

„… information from the disclosure of the independent expert report. The documents disclosed in accordance with …” „… meeting referred to in Article 126, the following information: (a) for each of the merging companies its …” „… notice referred to in paragraph 1, the independent expert report and complete information on the …”

Klaus Bader, Andreas Börner Article 160 m Pre-division certificate S. 790-796

„… are governed by the law of the Member State of the company being divided, and to issue a pre-division …” „… submitted in accordance with Article 160g(1); and (d) information on the approval by the general meeting …” „… information, such as, in particular: (a) the number of employees at the time of the drawing up of the draft …”

Alexander Schall, David Günther Foreword to Arts 7-12 S. 87-92

„… Directive in the whole of the area of private law established the EU lawmaking policy of an information …” „… stipulates the minimum restriction to be transposed into national law. Member States may provide for stricter …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6. Amendment Directive 2019/1151/EU – Company Law Package . . . . . . . . . . 7 II. The Immersion …”

Alexander Schall, David Günther, Michael Lamsa Article 13 g Online formation of companies S. 116-121

„… documents and information, which comply with national law, by an authority or a person or body mandated …” „… body mandated under national law to deal with any aspect of the online formation of companies …” „… templates as referred to in Article 13 h, and on the documents and information required for the formation of …”

Jan P. Brosius Article 3 Compulsory information to be provided in the statutes or instruments of incorporation S. 73-79

„… Compulsory information to be provided in the statutes or instruments of incorporation The statutes or the …” „… instrument of incorporation of a company shall always give at least the following information: (a) the type …” „… . Information to be provided …”

Karsten Kühnle Article 86 e Report of the administrative or management body for members and employees S. 413-422

„… (k): the draft terms shall contain, where appropriate, information on the procedures by which …” „… administrative or management body of the company receives an opinion on the information referred to in paragraphs …” „… representatives, from the employees themselves, as provided for under national law, the members shall be informed …”

Klaus Bader, Andreas Börner Article 160 e Report of the administrative or management body for members and employees S. 757-763

„… applicable under European law26 - in principle free to adopt their own rules as to the legal consequences of …” „… administrative or management body of the company being divided receives an opinion on the information referred to …” „… such representatives, from the employees themselves, as provided for under national law, the members …”

Peter Kindler Foreword to Arts 28a-42 S. 144-150

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1. Goal of Arts 28a-42 Company Law Directive; exhaustive nature . . . . . . . . . 1 2. Legislative …” „… . General Features Goal of Arts 28a-42 Company Law Directive; exhaustive nature The goal of Arts 28a-42 of …” „… is situated (Recital 16 of the preamble of the Company Law Directive). (2) Since the opening of a …”

Silja Maul, Larissa Furtwengler Article 4 Supervisory authority and applicable law S. 988-994

„… of bids. Article 4 Supervisory authority and applicable law 1. Member States shall designate the …” „… , associations or private bodies recognised by national law or by public authorities expressly empowered for that …” „… purpose by national law. Member States shall inform the Commission of those designations, specifying any …”

Tobias de Raet Article 95 Detailed written report and information on a merger S. 524-528

„… (2000), 235 (252); Grohmann, The Information Model in European Company Law (2006), 322. 20 See also …” „… . While this option was not introduced into European company law prior to 2009,28 national laws – for …” „… Article 95 Detailed written report and information on a merger 1. The administrative or management …”

Jan Lieder, Martin Bialluch Article 9 Right to ask questions S. 914-919

„… principles of EU law. IV. Sanctions for Violations of the Right on Information The initial version of the …” „… given if the relevant information is available on the company’s Internet site in a question and answer …” „… format. I. Shareholders’ Right to Ask Questions and to Obtain Information Purpose and linking to agenda …”

Peter Kindler Article 30 a Changes to documents and information of the company S. 171-174

„… Article 30 a Changes to documents and information of the company The Member State where a company …” „… documents and information referred to in points (d) and (f) of Article 14. Upon receipt of the notification …” „… shall ensure that the documents and information referred to in Article 30(1) are updated without delay …”

Tobias de Raet Article 122 Common draft terms of cross-border mergers S. 605-618

„… governed by their national laws to include further information in the common draft terms of the …” „… is governed by the law of that Member State. This provision, like the former Article 121(1)(a), makes …” „… Merger Control Regulation ensures the application of this regulation to national law in cases of …”

Tobias de Raet Article 91 Draft terms of merger S. 509-514

„… be implemented by the Member States in their respective law on domestic mergers.3 The administrative …” „… process leading to the merger (cf. Article 93) by means of a system of information and transparency rather …” „… information system are (i) the requirement to draw up a detailed written report and information on the merger …”

Alexander Schall, David Günther, Michael Lamsa Article 13 f Information requirements S. 115-116

„… Information requirements Member States shall ensure that concise and user-friendly information, provided free …” „… information shall cover at least the following: (a) rules on the formation of companies, including online …” „… , and on the authorities or bodies responsible for keeping information about disqualified directors; (d …”

Peter Kindler Article 33 Disclosure in cases of multiple branches in a Member State S. 177-179

„… that information. Art 34 Company Law Directive makes sure that the information on the winding-up or …” „… documents are to be certified. The Member States’ option seeks to improve the quality of the information …” „… available in the register of the branch. Background Art 32 Company Law Directive replaces Art 4 of the …”

Alexander Schall, David Günther, Michael Lamsa Article 13 h Templates for online formation of companies S. 121-123

„… mandated under national law to assess necessary information relating to the disqualification of a person as …” „… deemed to have been fulfilled. This Directive shall not affect any requirement under national law to have …” „… concerned shall be for information purposes only, unless that Member State decides that it is also possible …”

Hanno Merkt Accounting and Auditing Law of the European Union S. 809-835

„… Accounting and Auditing Law of the European Union A. Introduction It is obvious that harmonised …” „… the beginning of EU-accounting law. Whilst the former was in force by 25 July 1978, it took more than …” „… proposal for the 7th Company Law Directive was not brought before the Council of the EU (Council) until 4 …”

Jan Lieder, Martin Bialluch Article 9 b Information to be provided in and right to vote on the remuneration report S. 931-943

„… laws already contain such liability provisions within general corporate or private law, there is no …” „… practice under Article 9a(2) SRD is therefore compliant with the Directive. Article 9 b Information to be …” „… following information regarding each individual director’s remuneration: (a) the total remuneration split …”

Tobias de Raet Article 92 Publication of the draft terms of merger S. 514-518

„… , The Information Model in European Company Law (2006), 321; Lutter/Bayer/Schmidt, Europäisches …” „… terms must provide adequate information on how such rights are dealt with in the course of the merger …” „… Company Law. Organization, Finance and Capital Markets (2nd edn, 2012), § 28.23, p. 680 …”

Peter Kindler Article 35 Information on letters and order forms S. 182-183

„… ) of the Directive as far as the branch in another Member State is concerned. Article 35 Information on …” „… state, in addition to the information prescribed by Article 26, the register in which the file in …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1. The information prescribed by Art 26 …”

Peter Kindler Article 30 Documents and particulars to be disclosed S. 163-171

„… law or as members of any such organ, in accordance with the disclosure by the company as provided for …” „… disclose are exhaustive or not (see below, → mn. 36 et seq). In the latter case, national law is free to …” „… Art 30 Company Law Directive replaces Art 2 of the Eleventh Directive 89/666/EEC on branches (repealed …”

Jan Lieder, Martin Bialluch Article 2 Definitions S. 863-869

„… that is recognised as a shareholder under the applicable law; (c) ‘proxy’ means the empowerment of a …” „… commercial basis, the corporate disclosure and, where relevant, other information of listed companies with a …” „… functions similar to those performed under point (i) or (ii); (j) ‘information regarding shareholder …”

Jan Lieder, Martin Bialluch Article 9 c Transparency and approval of related party transactions S. 943-959

„… : “self-dealing is the central problem of corporate governance in most countries, the law’s effectiveness in …” „… .76 Thus, a classification according to the available categories of primary law (cf. Article 288 TFEU …” „… the guideline to be transposed into national law like a Directive would have to be. However, the …”

Peter Kindler Article 28 c Closure of branches S. 158-159

„… not obligatory for companies. Member States are free to allow documents and information to be filed by …” „… other means, including paper means.3 As regards online filing of documents and information for branches …” „… documents and information referred to in paragraph 1 are only filed online. In this case documents and …”

Alexander Schall, David Günther, Michael Lamsa Article 18 Availability of electronic copies of documents and particulars S. 136-137

„… Article 17 Up-to-date information on national law with regard to the rights of third parties 1 …” „… national law pursuant to which third parties may rely on information and each type of document referred to …” „… . Member States shall ensure that up-to-date information is made available explaining the provisions of …”

Alexander Schall, David Günther, Michael Lamsa Article 13 d Fees for online procedures S. 114-115

„… , designate any authority or person or body mandated under national law to deal with any aspect of online …” „… formation of companies, online registration of branches and online filing of documents and information. 2 …” „… law, including those relating to legal procedures for the drawing up of instruments of constitution …”

Jan Lieder, Martin Bialluch Article 8 Participation in the general meeting by electronic means S. 910-914

„… channels of information pursuant to the transposition requirements provided for there (→ Art 3 a). Where …” „… membership (→ Art 1 mn. 1 et seq.). From a law & economics perspective, there is reason to believe that the …” „… participation does not seem to be ruled out.7 Nevertheless, the SRD is opening European company law to the …”

Alexander Schall, David Günther, Michael Lamsa Article 13 b Recognition of identification means for the purposes of online procedures S. 111-114

„… storage of data, and through which information is initially sent and received at its destination; that …” „… information being entirely transmitted, conveyed and received in a manner to be determined by Member States …” „… ; (4) ‘formation’ means the whole process of establishing a company in accordance with national law …”

Klaus Bader, Andreas Börner Article 160 a Scope S. 731-744

„… Law Directive (2017/1132), incorporated under the laws of a Member State; Article 160 a (a) Article …” „… ) Corporate entities only (Annex II of the Company Law Directive 2017/1132), incorporated under the laws of a …” „… formed in accordance with the law of a Member State and having their registered office, central …”

Karsten Kühnle Article 86 d Draft terms of cross-border conversions S. 404-413

„… application of two national laws.1 The law of the departure Member State will be decisive for obtaining the …” „… Article 86 c Procedures and formalities In compliance with Union law, the law of the departure …” „… with the cross‐border conversion in order to obtain the pre-conversion certificate, and the law of the …”

Jan Lieder, Martin Bialluch Article 3 h Investment strategy of institutional investors and arrangements with asset managers S. 887-889

„… soft law character of this provision, it also follows from this recital that the addressed …” „… institutional investors may and should be enabled by Member State law to set their own criteria regarding which …” „… information referred to in paragraph 1 must be published on the company’s website. In addition, the SRD …”

Karsten Kühnle Article 86 k Employee information and consultation S. 455-457

„… will not implement the concept of a solvency declaration for reasons of German law traditionally not …” „… the jurisdiction rules arising from Union or national law or from a contractual agreement.41 Compared …” „… . Article 86 k Employee information and consultation 1. Member States shall ensure that employees’ rights to …”

Klaus Bader, Andreas Börner Article 160 k Employee information and consultation S. 784-786

„… involved in the cross-border division.16 Article 160 k Employee information and consultation 1. Member …” „… States shall ensure that employees’ rights to information and consultation are respected in relation to …” „… . Member States may decide that employees’ rights to information and consultation apply with respect to the …”

Jan Lieder, Martin Bialluch Article 3 d Non-discrimination, proportionality and transparency of costs S. 882-884

„… the information claim pursuant to subparagraph 2 to a corresponding request or set it up as an initial …” „… electronically or whether the general meeting was attended in person. An information being “already available …” „… confirmations pursuant to Article 3 c SRD, the flow of information should not be subject to any obstacle arising …”

Tobias de Raet Article 125 Independent expert report S. 634-643

„… 43 44 45 46 47 shall be drawn up for each merging company. Depending on the law of each Member State …” „… information necessary for the discharge of the duties of the expert. 4. Neither an examination of the common …” „… of law for joint expert report …”

Jan Lieder, Martin Bialluch Article 3 b Transmission of information S. 876-879

„… information.6 In order for the intermediary to be able to fulfil its obligations under national law, the …” „… with by Member State law if the information can be provided directly. IV. Commissions Implementing …” „… information on the identity of shareholders pursuant to Article 3a(1) of the SRD are set out in table 1 of the …”

Klaus Bader, Andreas Börner Article 160 h Approval by the general meeting S. 769-773

„… threshold shall not be higher than that provided for in national law for the approval of cross-border …” „… compensation referred to in point (p) of Article 160 d has been inadequately set; or (c) the information given …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 III. Information to Be Provided Prior to the General Meeting …”

Tobias de Raet Article 106 Civil liability of members of the administrative or management bodies of the company being acquired S. 557-559

„… share- 1. 1 Grohmann, The Information Model in European Company Law (2006), 329; Habersack and Verse …” „… Information Model in European Company Law (2006), 329; Lutter/Bayer/Schmidt, Europäisches Kapitalmarkt- und …” „… ), § 28.40, p. 688. 4 Grohmann, The Information Model in European Company Law (2006), p. 329; Habersack and …”

Jan Lieder, Martin Bialluch Article 3 g Engagement policy S. 885-887

„… . 2. The information referred to in paragraph 1 shall be available free of charge on the institutional …” „… investor’s or asset manager’s website. Member States may provide for the information to be published, free of …” „… make a reference as to where such voting information has been published by the asset manager. 3 …”

Klaus Bader, Andreas Börner Article 160 j Protection of creditors S. 778-784

„… the jurisdiction of that Member State. The provision ensures that applicable law and competent …” „… body mandated under national law should also take into account the amount of any complementary cash …” „… shall be initiated before the competent authority or body mandated under the law of the Member State to …”

Jan Lieder, Martin Bialluch Article 3 Further national measures S. 869-870

„… law. CHAPTER IA IDENTIFICATION OF SHAREHOLDERS, TRANSMISSION OF INFORMATION AND FACILITATION OF …” „… . Information Regarding Shareholder Identity (Point (j)) The information regarding shareholder identity is of …” „… of information are included as “information regarding shareholder identity”, which are, in principle …”

Jan Lieder, Martin Bialluch Article 3 i Transparency of asset managers S. 889-891

„… , the Member States must prescribe an early renewal. Within the private law relationship between the …” „… by Member States if the information is already publicly available anyway. III. Format and Costs of …” „… Disclosure (Para. 3) The information referred to in paragraphs 1 and 2 has to be issued on the institutional …”

Alexander Schall, David Günther, Michael Lamsa Article 13 j Online filing of company documents and information S. 124-125

„… bodies mandated under national law to deal with any aspect of online procedures do not store personal …” „… Regulation (EU) 2020/2244 details the methods of exchange of information between the registers.1 Article 13 j …” „… Online filing of company documents and information 1. Member States shall ensure that documents and …”

Klaus Bader, Andreas Börner Article 160 u Validity S. 807-809

„… creditors, and for the independent expert’s responsibility under administrative law provisions.2 Article 160 …” „… States’ powers, inter alia, in relation to criminal law, the prevention and combatting of terrorist …” „… financing, social law, taxation and law enforcement, to impose measures and penalties, under national law …”

Jan Lieder, Martin Bialluch Article 9 a Right to vote on the remuneration policy S. 919-931

„… Bialluch 919 fulfilled. It shall specify information on any deferral periods and on the possibility for the …” „… prospective and retrospective2 dichotomy of policy and report (→ Art 9 b SRD). Clearly, UK law has been the …” „… , Company Law (2018), 18-39 et seq.; for an comparative analysis, see Anzinger, ZGR 2019, 39. 4 …”

Klaus Bader, Andreas Börner Article 160 f Independent expert report S. 763-766

„… receives the opinion in good time “in accordance with national law”. If the opinion is not forwarded to the …” „… the report.13 The employee representatives’ opinion is distinct from the employee information and …” „… month before the date of the general meeting referred to in Article 160 h. Depending on the law of the …”

Alexander Schall, David Günther, Michael Lamsa Article 13 Scope S. 110-111

„… companies. 1 See Introduction para. 161 for further information on the Company Law Package 2018. 2 Cf → Art …” „… regards cross-border conversions, mergers and divisions – which also forms part of the Company Law Package …” „… access to information, to procedures and to assistance and problem-solving services and amending …”

Peter Kindler Article 1 Subject matter S. 65-68

„… certain aspects of company law (codification) TITLE I GENERAL PROVISIONS AND THE ESTABLISHMENT AND …” „… of branches and on online filing of documents and information by companies and branches, — the …” „… by the law of another State, — mergers of public limited liability companies, — cross-border …”

Alexander Schall, David Günther Article 12 Consequences of nullity S. 108-110

„… information. Sublit iv causes nullity if the company does not comply with the national law requirements of the …” „… further information on the Company Law Package 2018. 2 Cf → Art 13 g. Art 13 Scope 110 Alexander Schall …” „… company must not operate a business in conflict with the law. It is not however sufficient that the …”

Karsten Kühnle Article 86 o Scrutiny of the legality of the cross-border conversion by the destination Member State S. 479-483

„… violation of Union and national law, respectively, is evident. Article 86 p Registration 1. The laws of the …” „… that part of the procedure which is governed by the law of the destination Member State and to approve …” „… complies with provisions of national law on the incorporation and registration of companies and, where …”

Alexander Schall, David Günther, Michael Lamsa Article 14 Documents and particulars to be disclosed by companies S. 125-129

„… body constituted pursuant to law or as members of any such body: (i) are authorised to represent the …” „… exclusively derived from law or from the statutes of the company; (k) any termination of a liquidation and, in …” „… disclosed information is protected in the peculiar manner specified by Art 16 para. 5 and 6. II. Important …”

Alexander Schall, David Günther, Michael Lamsa Article 16 Disclosure in the register S. 129-135

„… divergent to the law, have to be disclosed. All this information is of fundamental interest for the …” „… credibility of the company and to enforcing their claims. To always display this information – as mentioned …” „… as required under national law for entry in the file. 2. Paragraph 1 shall not apply to the …”

Peter Kindler Introduction S. 1-65

„… the Seat Rule’, 24 (1990) The International Lawyer 459; Edwards, EC Company Law (1999); Eidenmüller …” „… Stürner, The Civil Law Notary – Neutral Lawyer for the Situation. A Comparative Study on Preventative …” „… markets law (2017); Vicari and Schall, Company Laws of the EU (2020); Wachter, ’Keine Pflicht zur …”

Tobias de Raet Article 97 Availability of documents for inspection by shareholders S. 534-540

„… electronic means for conveying information, such copies may be provided by electronic mail. 4. A company …” „… to maintain the information on their website for a specific period after the general meeting. Member …” „… based on French law, expressly entitles the shareholders of the companies involved in the merger to …”

Tobias de Raet Article 124 Report of the administrative or management body for members and employees S. 625-634

„… of the cross-border merger or the information referred to in Article 123(3) also be published in the …” „… the register transmits the relevant information to the national gazette. Article 124 Report of the …” „… merging company receives an opinion on the information referred to in paragraphs 1 and 5 in good time from …”

Silja Maul, Larissa Furtwengler Article 6 Information concerning bids S. 999-1003

„… not define the threshold between liquid and non-liquid, this will be a matter of national law; 2. in …” „… course of the bid. Article 6 Information concerning bids 1. Member States shall ensure that a decision to …” „… in good time an offer document containing the information necessary to enable the holders of the …”

Jan Lieder, Martin Bialluch Article 3 c Facilitation of the exercise of shareholder rights S. 879-882

„… pass on information within the chain must be dispensed with by Member State law if the information can …” „… objective of the Directive, for example by speeding up the flow of information. However, the obligation to …” „… the types and format of information to be transmitted in accordance with Article 3b(1), (2), (3) and …”

Karsten Kühnle Article 86 i Protection of members S. 434-445

„… to information under national law should remain unaffected. 6 Teichmann, NZG 2019, 241, 244. 7 Kalss …” „… )) and on grounds of the information given with regard to the cash compensation being legally incompliant …” „… law of the departure Member State pursuant to Article 86 i (4).16 For all other grounds eligible to …”

Tobias de Raet Article 96 Examination of the draft terms of merger by experts S. 528-534

„… EU-Wirtschaftsrechts (48th Volume), E III, para. 158, p. 66; Grohmann, The Information Model in European Company Law …” „… into European company law prior to 2009,28 national laws – for example in Germany29 – had earlier …” „… protect minority shareholders which do not have the legal or actual power to obtain information about the …”

Klaus Bader, Andreas Börner Article 160 o Scrutiny of the legality of the cross-border division S. 797-799

„… governed by the law of the Member States of the recipient companies and to approve the cross‐border …” „… provisions of national law on the incorporation and registration of companies and, where appropriate, that …” „… the purposes of paragraph 1, by the company being divided, including the submission of any information …”

Klaus Bader, Andreas Börner Article 160 p Registration S. 799-801

„… at least the following information is entered in their registers: (a) in the register of the Member …” „… information referred to in the first subparagraph publicly available and accessible through the system of …” „… . Registration and Publication Article 160 p deals with the publication of information on the cross-border …”

Klaus Bader, Andreas Börner Article 160 g Disclosure S. 766-769

„… expert’s report (without any confidential information) depends on whether the Member State of the company …” „… shall ensure that the company is able to exclude confidential information from the disclosure of the …” „… 160 h, the following information: (a) the legal form and name of the company being divided and the …”

Alexander Schall, David Günther, Michael Lamsa Article 16 a Access to disclosed information S. 135-136

„… information on national law with regard to the rights of third parties 1. Member States shall ensure that …” „… up-to-date information is made available explaining the provisions of national law pursuant to which third …” „… . Article 16 a Access to disclosed information 1. Member States shall ensure that copies of all or any part …”

Jan Lieder, Martin Bialluch Article 5 Information prior to the general meeting S. 896-902

„… implementing laws. Following the need for systematic unity and consistency of European secondary law, the …” „… generally compatible with the SRD.9 There is no principle of “one share one vote” under European law.10 …” „… Article 5 Information prior to the general meeting 1. Without prejudice to Articles 9(4) and 11(4) of …”

Jan Lieder, Martin Bialluch Article 4 Equal treatment of shareholders S. 895-896

„… require asset managers to publicly disclose certain information under Article 3 i, taking into account …” „… all shareholders.2 This overall principle is not an inevitable consequence of EU primary law,3 but is …” „… expressed in various pieces of secondary law (cf. Article 85 Directive 2017/1132/EU4, Article 17(1 …”

Peter Kindler Article 39 Information on letters and order forms S. 196-198

„… → Art 33. Article 39 Information on letters and order forms Member States shall prescribe that letters …” „… together with the number of the branch in that register. Where the law of the State by which the company is …” „… applies. Background Art 39 Company Law Directive replaces Art 10 of the Eleventh Directive 89/666/EEC …”

Karsten Kühnle Article 86 j Protection of creditors S. 445-455

„… IV. Governing Law The 2019 Directive requires Member States to ensure that the law of the …” „… disclosure of that declaration. The declaration shall state that, on the basis of the information available …” „… application of the law of the departure Member State concerning the satisfaction or securing of pecuniary or …”

Tobias de Raet Article 127 a Transmission of the pre-merger certificate S. 665-666

„… circumvention of national or EU law or (ii) for criminal purposes. This is in line with the case law of the ECJ …” „… with Article 127, including information it obtained through consultation with other relevant …” „… ) the information is accessible free of charge. When implementing Article 127(a), Member States will, in …”

Tobias de Raet Article 126 c Employee information and consultation S. 656-658

„… declaration must state that, on the basis of the information available to the management or administrative …” „… respect – prevail. Article 126 c Employee information and consultation 1. Member States shall ensure that …” „… employees’ rights to information and consultation are respected in relation to the cross-border merger and …”

Alexander Schall, David Günther, Michael Lamsa Article 13 c General provisions on online procedures S. 114

„… , designate any authority or person or body mandated under national law to deal with any aspect of online …” „… formation of companies, online registration of branches and online filing of documents and information. 2 …” „… law, including those relating to legal procedures for the drawing up of instruments of constitution …”

Tobias de Raet Article 126 b Protection of creditors S. 653-656

„… declaration. The declaration shall state that, on the basis of the information available to the administrative …” „… , according to which the protection of creditors is basically governed by the applicable national law. While …” „… Rechtsprechungsreport zum Europäischen Unternehmensrecht 2018/2019 – Teil I: Company Law Package’ (2019) BB, 1922 (1933 …”

Peter Kindler Article 36 Disclosure of documents and particulars relating to a branch S. 183-186

„… websites are to contain, among other items, the information necessary in order to identify the register in …” „… to Disclose The information prescribed by Art 26 As far as the information prescribed by Art 26 is …” „… concerned, see commentary on Art 26. Register of the branch and number Art 35 Company Law Directive mentions …”

Tobias de Raet Article 132 Simplified formalities S. 677-680

„… that the national law governing either the acquiring company or the company or companies being acquired …” „… or the information referred to in Article 123(1) to (3) respectively and the reports referred to in …” „… by the company in accordance with national law. I. Upstream-Merger of a 100 % Subsidiary into its …”

Silja Maul, Larissa Furtwengler Article 3 General principles S. 985-988

„… holders of the securities of an offeree company must have sufficient time and information to enable them …” „… the admission of securities to official stock exchange listing and on information to be published on …” „… duty to provide information to the holders of securities Art 3 (1)(b), the commitment to the interests …”

Tobias de Raet Article 105 Consequences of a merger S. 553-557

„… ) commenting on Article 10, p. 30. 4 Grohmann, The Information Model in European Company Law (2006), 330 …” „… share- 1. 1 Grohmann, The Information Model in European Company Law (2006), 329; Habersack and Verse …” „… Information Model in European Company Law (2006), 329; Lutter/Bayer/Schmidt, Europäisches Kapitalmarkt- und …”

Karsten Kühnle Article 86 n Transmission of the pre-conversion certificate S. 478-479

„… operation to dispute the information provided by the pre-operation certificate (Recital (45)). On that basis …” „… the general principle underlying Directive (EU) 2017/1132, such exchange of information should always …” „… and accessible information on companies, is one of the prerequisites for the effective functioning …”

Alexander Schall, David Günther Article 7 General provisions and joint and several liability S. 92-96

„… concerns the “disclosure” of the company information. The Directive convergences the disclosure on three …” „… extent of information to file (items of disclosure, Art 14 para. 1 lit. a-k); and (3) effects of the …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 IV. Underlying National Law …”

Jan Lieder, Martin Bialluch Article 3 f Information on implementation S. 884-885

„… intermediaries provided by Chapter Ia as part of their substantive national law applicable to foreign entities …” „… (4) SRD. Article 3 f Information on implementation 1. Competent authorities shall inform the …” „… for revision. The report shall also be based, inter alia, on the information provided by the competent …”

Karsten Kühnle Article 86 l Employee participation S. 457-467

„… fifths of the applicable threshold, as laid down in the law of the departure Member State, for triggering …” „… , or where the law of the destination Member State does not: (a) provide for at least the same level of …” „… thresholds giving rise to participation rights under national law. 6. Where the converted company is to be …”

Silja Maul, Larissa Furtwengler Article 5 Protection of minority shareholders, the mandatory bid and the equitable price S. 994-999

„… trading do not coincide. The authorities are then required to exchange the relevant information required …” „… reasonably be requested. The information collected then again falls under the purview of paragraph 3 and is …” „… voting rights and the method of its calculation and refers insofar back to national law. Paragraph 4 …”

Karsten Kühnle Article 86 h Approval by the general meeting S. 429-434

„… register shall transmit the relevant information to the national gazette or to a central electronic …” „… law for the approval of cross-border mergers. 4. Where a clause in the draft terms of the cross-border …” „… compensation referred to in point (i) of Article 86 d has been inadequately set; or (b) the information given …”

Karsten Kühnle Article 86 p Registration S. 483-485

„… operation to dispute the information provided by the pre-operation certificate. Whether “conclusively …” „… Member State as legally binding unless a violation of Union and national law, respectively, is evident …” „… States shall ensure that at least the following information is entered in their registers: (a) in the …”

Jan P. Brosius Foreword to Arts 44-85 S. 204-223

„… the basis of a breach of the information requirements stipulated under European law and the company’s …” „… referred to do not necessarily have the same meaning in European law as they have in the laws of the …” „… . According to settled case-law, national laws have to be framed in a way ensuring that the provisions laid …”

Jan Lieder, Martin Bialluch Article 1 Subject matter and scope S. 857-863

„… far as conflict of laws in the company law statue is concerned, the SRD implicitly acknowledges the …” „… and Shleifer, ‘The law and economics of self-dealing’ Journal of Financial Economics 2008, 430; Eggers …” „… , Institutional Investor Voting Behavior: A Network Theory Perspective ECGI Law Working Paper No. 393/2018, 15 …”

Alexander Schall, David Günther, Michael Lamsa Foreword to Arts 13-28 Foreword to Arts 13-28 S. 110

„… companies. 1 See Introduction para. 161 for further information on the Company Law Package 2018. 2 Cf → Art …” „… regards cross-border conversions, mergers and divisions – which also forms part of the Company Law Package …” „… access to information, to procedures and to assistance and problem-solving services and amending …”

Jan Lieder, Martin Bialluch Article 7 Requirements for participation and voting in the general meeting S. 907-910

„… national law are prohibited. 1 Jung and Stiegler in Jung, Krebs and Stiegler, Gesellschaftsrecht in Europa …” „… status at the time of the general meeting. This remains a matter of national law of the Member States …” „… . This view is also in line with the general corporate law principle, according to which only those …”

Peter Kindler Article 38 Limits of compulsory disclosure of accounting documents S. 193-196

„… insolvency law is determined by the domestic conflict-of-law rules of the Member State where the branch is …” „… law, such as the managing director’s assurance that there is no barrier to his personal appointment …” „… under national law.15 Article 38 Limits of compulsory disclosure of accounting documents 1. The …”

Jan Lieder, Martin Bialluch Article 3 k Review S. 895

„… require asset managers to publicly disclose certain information under Article 3 i, taking into account …” „… all shareholders.2 This overall principle is not an inevitable consequence of EU primary law,3 but is …” „… expressed in various pieces of secondary law (cf. Article 85 Directive 2017/1132/EU4, Article 17(1 …”

Article 13 a Definitions S. 111

„… storage of data, and through which information is initially sent and received at its destination; that …” „… information being entirely transmitted, conveyed and received in a manner to be determined by Member States …” „… ; (4) ‘formation’ means the whole process of establishing a company in accordance with national law …”

Klaus Bader, Andreas Börner Article 138 Publication of the draft terms of division S. 697-700

„… central electronic platform. Member States may require companies to maintain the information for a …” „… changes. The concept is to protect the relevant stakeholders by providing them with sufficient information …” „… comprehensive information is provided to all shareholders, creditors as well as other individuals holding a …”

Jan Lieder, Martin Bialluch Article 15 Transposition S. 974-976

„… the EU primary law’s definition of a directive under Article 288(3) TFEU, according to which a …” „… under national private law. Furthermore, in view of the SRD’s purpose, claims for damages by …” „… “adopted pursuant to this Directive”. Thus, even if the relevant provisions of national law were based on …”

Alexander Schall, David Günther, Michael Lamsa Article 19 Fees chargeable for documents and information S. 137-138

„… ), the portal offers an alternative way to access the information and documents. In particular, it offers …” „… Member States. Article 19 Fees chargeable for documents and information 1. The fees charged for obtaining …” „… documents and information referred to in Article 14 through the system of interconnection of registers shall …”

Peter Kindler Article 32 Language of disclosure and translation of documents to be disclosed S. 176-177

„… define only the minimum extent of the disclosure duties. Therefore, if national law in the country of …” „… – using the information regarding the register in which the company file is kept (Art 30(1)(c) of the …” „… documents are to be certified. The Member States’ option seeks to improve the quality of the information …”

Klaus Bader, Andreas Börner Article 153 Conditions for nullity of a division S. 721-723

„… , or if it is shown that the decision of the general meeting is void or voidable under national law; (c …” „… shown that the decision of the general meeting is void or voidable under national law. In light of legal …” „… without prejudice to the Member States’ powers, inter alia, in relation to criminal law, the prevention …”

Tobias de Raet Article 126 Approval by the general meeting S. 643-648

„… required only to the extent that the national law governing either the acquiring company or the company or …” „… point (m) of Article 122 has been inadequately set; or (c) the information given with regard to the …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1. Information to be provided prior to the general meeting . . . . . . . . . . . . . . . . . 3 2 …”

Tobias de Raet Article 129 Date on which the cross-border merger takes effect S. 669-670

„… Online The Member States have to ensure that any information and documents which are required …” „… use of digital tools and processes in company law. Article 129 Date on which the cross-border merger …” „… takes effect The law of the Member State to whose jurisdiction the company resulting from the …”

Klaus Bader, Andreas Börner Article 160 l Employee participation S. 786-790

„… to information and consultation under the referenced directives apply to the preceding decision …” „… making phase.4 II. Stronger Rights under Member State Law The 2019 Directive should be without prejudice …” „… employees equivalent to four fifths of the applicable threshold, as laid down in the law of the Member State …”

Alexander Schall, David Günther, Michael Lamsa Article 13 e Payments S. 115

„… Information requirements Member States shall ensure that concise and user-friendly information, provided free …” „… information shall cover at least the following: (a) rules on the formation of companies, including online …” „… , and on the authorities or bodies responsible for keeping information about disqualified directors; (d …”

Dieter Leuering Article 3 [Disclosure] S. 846-848

„… conjunction with Art 16 of the Directive relating to certain aspects of company law3 by the disclosure …” „… to certain aspects of company law. 4 Habersack and Verse, Europäisches Gesellschaftsrecht (5th edn …” „… likely that information such as surname, first name, date of birth and place of residence will be …”

Alexander Schall, David Günther, Michael Lamsa Article 21 Language of disclosure and translation of documents and particulars to be disclosed S. 138-139

„… Furthermore, Art 19 para. 3 requires national registers to exchange information free of charge …” „… . This is also intended to prevent the commercialisation of the register and the exchange of information …” „… from being inhibited. Article 20 Information on the opening and termination of winding-up or insolvency …”

Alexander Schall, David Günther, Michael Lamsa Article 23 Development and operation of the platform S. 139-140

„… in order to perform their administrative functions or to comply with provisions of Union law. The …” „… of any significant changes to their operation. 5. Access to information from the system of …” „… concerning the exchange of information on companies. Article 23 Development and operation of the platform 1 …”

Silja Maul, Larissa Furtwengler Article 2 Definitions S. 983-985

„… company in accordance with national law; (b) ‘offeree company’ shall mean a company, the securities of …” „… or private law making a bid; (d) ‘persons acting in concert’ shall mean natural or legal persons who …” „… law (Art 2 (1)(a), see also above under Art 1 → mn. 4); – ‘offeree company’ shall mean a company, the …”

Silja Maul, Larissa Furtwengler Article 20 Revision S. 1026-1027

„… end, Member States shall provide the Commission annually with information on the takeover bids which …” „… markets. That information shall include the nationalities of the companies involved, the results of the …” „… offers and any other information relevant to the understanding of how takeover bids operate in practice …”

Article 67 Subscription, acquisition or holding of shares by a company in which the public limited liability company holds a majority of the voting rights or on which it can exercise a dominant influe... S. 322-330

„… law of a third country and has a legal form comparable to those listed in Annex II. However, where the …” „… this option, its national law shall in any event provide that a dominant influence can be exercised if …” „… , Company Law in the UK and the EC, p. 31. 5 Cf. Schwarz, Europäisches Gesellschaftsrecht, para. 611. 6 See …”

Silja Maul, Larissa Furtwengler Article 19 Contact committee S. 1025-1026

„… ‘the Committee’) shall oversee changes and amendments in the information of the offer document …” „… , which oversees the implementation of the Directive into national law. 1. 2. 3. 1. Directive 2004/25/EC …” „… Commission annually with information on the takeover bids which have been launched against companies the …”

Jan P. Brosius Article 2 Scope S. 68-73

„… Bulgarian Law, the akciová společnost under the laws of the Czech Republic, the aktieselskab under Danish …” „… društvo under the laws of Croatia, the società per azioni under Italian Law, the δημόσιες εταιρείες …” „… Maltese Law, the naamloze vennootschap under the laws of the Netherlands, the Aktiengesellschaft under …”

Tobias de Raet Article 98 Protection of employees’ rights S. 540-541

„… what kind of protection they are to be given. This includes various matters of individual labour law …” „… contract, this is not the case for collective labour law matters. This includes the involvement of works …” „… . Such an additional report might not only have led to an information overload, but would also have been …”

Tobias de Raet Article 126 a Protection of members S. 648-653

„… inadequately set or (iii) the information given on the share exchange ratio referred to in Article 122(b) or …” „… acquire shares in the company resulting from the merger which would be governed by the law of a Member …” „… the competent authority or body mandated under national law. Member States shall establish a time …”

Alexander Schall, David Günther, Michael Lamsa Article 15 Changes in documents and particulars S. 129

„… divergent to the law, have to be disclosed. All this information is of fundamental interest for the …” „… credibility of the company and to enforcing their claims. To always display this information – as mentioned …” „… as required under national law for entry in the file. 2. Paragraph 1 shall not apply to the …”

Silja Maul, Larissa Furtwengler Article 10 Information on companies as referred to in Article 1(1) S. 1008-1010

„… Information on companies as referred to in Article 1(1) 1. Member States shall ensure that companies as …” „… referred to in Article 1(1) publish detailed information on the following: (a) the structure of their …” „… obliged to disclose such information on the basis of other legal requirements; Art 10 Information on …”

Tobias de Raet Article 128 Scrutiny of the legality of the cross-border merger S. 666-669

„… company created by the cross-border merger is subject to its national law. The said authority shall in …” „… draft terms of the cross-border merger approved by each merging company in accordance with national law …” „… the merging companies, including the submission of any information and documents, may be completed …”

Tobias de Raet Article 94 Derogation from the requirement of approval by the general meeting of the acquiring company S. 522-524

„… this calculation by the Member States when implementing the provision into national law. In principle …” „… Law (1999), p. 108. TITLE II CONVERSIONS, MERGERS AND DIVISIONS Art 94 Tobias de Raet 523 4 5 6 7 8 …” „… Article 95 Detailed written report and information on a merger 1. The administrative or management bodies …”

Alexander Schall, David Günther, Michael Lamsa Article 26 Information on letters and order forms S. 142-143

„… register database cross-border access to information regarding companies of the Member States can be …” „… mandatory requirements of the Directive, more extensive bilateral exchanges of information between several …” „… countries participating in the system of interconnected registers.3 Article 26 Information on letters and …”

Klaus Bader, Andreas Börner Article 141 Detailed written report and information on a division S. 703-705

„… Detailed written report and information on a division 1. The administration or management bodies of each of …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3. Information obligation about substantial changes in assets and liabilities 7 III. Written …” „… preliminary information rights referred to under Article 143. This requirement again promotes the objective of …”

Tobias de Raet Article 93 Approval by the general meeting of each of the merging companies S. 518-522

„… Information on the Website after the General Meeting Member States may require companies to maintain the …” „… information for a specific period after the general meeting on their website or, where applicable, on the …” „… Member States applied the same statutory law that applies to any other documents which have to be made …”

Karsten Kühnle Article 86 f Independent expert report S. 422-425

„… applicable information and consultation procedures provided for at national level including those following …” „… month before the date of the general meeting referred to in Article 86 h. Depending on the law of the …” „… difficulties which have arisen. The expert shall be entitled to obtain from the company all information …”

Tobias de Raet Article 87 General provisions S. 494-501

„… ), 1; Grohmann, The Information Model in European Company Law (2006); Grohmann and Gruschinske …” „… criminal law, the prevention and combatting of terrorist financing, social law, taxation and law …” „… enforcement, to impose measures and penalties, under national law, after the date on which the cross-border …”

Karsten Kühnle Article 86 g Disclosure S. 425-429

„… Access to information; confidential information When preparing the report, the expert shall be …” „… entitled to obtain from the company all information necessary to this end (Article 86 e (2)). To the extent …” „… that elements of the information requested by the expert for purposes of the examination constitute …”

Silja Maul, Larissa Furtwengler Article 11 Breakthrough S. 1010-1014

„… information on the basis of other legal requirements; (k) any agreements between the company and its board …” „… (Art 10 (2)) The aforementioned information has to be published in the company’s annual report as …” „… Community law for the companies referred to in Article 1(1), Member States shall ensure that the provisions …”

Article 64 Financial assistance by a company for acquisition of its shares by a third party Jan P. Brosius S. 305-317

„… Edwards, EC-Company Law, p. 72; Lutter/Bayer/Schmidt, Europäisches Unternehmens- und Kapitalmarktrecht …” „… interpretation (cf. → Intro Art 44 mn. 49 et seqq.). As frequently pointed out, UK law and specifically section …” „… provisions on the “assistenza finanziaria” under Italian law11 and the provisions in Article 134 Code de …”

Jan Lieder, Martin Bialluch Article 6 Right to put items on the agenda of the general meeting and to table draft resolutions S. 902-907

„… , the national law may also stipulate that minority rights apply only to the annual general meeting …” „… result from general principles of European law. Minority rights as individual “or” collective rights The …” „… or collectively, are granted, under national law, the right to call, or to require the company to …”

Article 60 Acquisition of own shares Jan P. Brosius S. 286-297

„… given, the maximum length of which shall be determined by national law without, however, exceeding five …” „… law. These derogations are complemented by the more extensive derogations provided for in Article 61 …” „… shares were partly modelled on and reflected existing case law in the United Kingdom.8 Under the initial …”

Tobias de Raet Article 133 Employee participation S. 680-686

„… cross-border merger or (ii) the disclosure information pursuant to Article 123(1) to (3) and (iii) the report …” „… accordance with Article 126(3) and Article 132(1) is required. Such information must be made available at …” „… national law. Article 133 Employee participation 1. Without prejudice to paragraph 2, the company resulting …”

Tobias de Raet Article 108 Conditions for nullity of a merger S. 560-564

„… Grohmann, The Information Model in European Company Law (2006), 329. 4 Cf. → Art 106. Art 108 Conditions …” „… of the general meeting is void or voidable under national law; (c) nullification proceedings may not …” „… general meeting is void or voidable under national law. Reasons which may lead to the nullity of a merger …”

Jan Lieder, Martin Bialluch Article 3 e Third-country intermediaries S. 884

„… intermediaries provided by Chapter Ia as part of their substantive national law applicable to foreign entities …” „… (4) SRD. Article 3 f Information on implementation 1. Competent authorities shall inform the …” „… for revision. The report shall also be based, inter alia, on the information provided by the competent …”

Klaus Bader, Andreas Börner Article 154 Exemption from the requirement of approval by the general meeting of the company being divided S. 723-724

„… II. Examples of Nullity under National Law Germany, making use of its margin of interpretation in …” „… summoned, the information provided for in Article 141(3) covers any material change in the asset and …” „… Member States should be able to provide that the extensive reporting or information requirements relating …”

Klaus Bader, Andreas Börner Article 144 Simplified formalities S. 709-710

„… II. Content Requirements In accordance with Article 143, comprehensive information on the draft …” „… the required contents and means of communication of such information only establish minimum standards …” „… charge. III. National Implementation Examples Due to the parallels to the information obligations in …”

Klaus Bader, Andreas Börner Article 160 t Independent experts S. 806-807

„… the law and professional standards to which the expert is subject. With regard to the independence of …” „… under administrative law provisions.2 Article 160 u Validity A cross-border division which has taken …” „… . The first paragraph does not affect Member States’ powers, inter alia, in relation to criminal law …”

Alexander Schall, David Günther, Michael Lamsa Article 28 Penalties S. 143-144

„… capital was omitted.1 Only a compromise intended to avoid a deception was incorporated in the law; if the …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1. Goal of Arts 28a-42 Company Law Directive; exhaustive nature . . . . . . . . . 1 2. Legislative …” „… . General Features Goal of Arts 28a-42 Company Law Directive; exhaustive nature The goal of Arts 28a-42 of …”

Klaus Bader, Andreas Börner Article 157 Divisions under the supervision of a judicial authority S. 727-729

„… the European parliament and of the Council of 14 June 2017 relating to certain aspects of company law …” „… information to be provided to the shareholders is required if the resolution of the general meeting of …” „… prior information to be provided to the shareholders as well as their possibility to take note of the …”

Alexander Schall, David Günther, Michael Lamsa Article 22 System of interconnection of registers S. 139

„… in order to perform their administrative functions or to comply with provisions of Union law. The …” „… of any significant changes to their operation. 5. Access to information from the system of …” „… concerning the exchange of information on companies. Article 23 Development and operation of the platform 1 …”

Silja Maul, Larissa Furtwengler Article 18 Committee procedure S. 1024-1025

„… down a frame of regulations that are to be implemented into national law by the Member States …” „… . Regarding sanctions of the infringement of regulations that were implemented in national law but deriving …” „… for obligations to be translated into national law, since it assures its enforcement through sanctions …”

Tobias de Raet Article 103 Date on which a merger takes effect S. 551-552

„… internes’ (1981) CDE, 15 (19); Edwards, EC Company Law (1999), p. 112; Grohmann, The Information Model in …” „… authorities may be all natural or legal persons authorised by national law to draw up and certify deeds in due …” „… European Company Law (2006), 325; Lutter/Bayer/ Schmidt, Europäisches Kapitalmarkt- und Gesellschaftsrecht …”

Alexander Schall, David Günther Article 11 Conditions for nullity of a company S. 106-108

„… information. Sublit iv causes nullity if the company does not comply with the national law requirements of the …” „… does not unify the formation process. Art 10 only introduces in the respective Member State law a …” „… accordance with the following provisions: (a) nullity must be ordered by decision of a court of law; (b …”

Jan Lieder, Martin Bialluch Article 16 Entry into force S. 976

„… addressed to the Member States. The content of Article 17 follows the EU primary law’s definition of a …” „… European Union law (effet utile)8 and the fact that Member States cannot rely on their own failure …” „… to transpose the directive into national law. The Directive must therefore be regarded as directly …”

Peter Kindler Article 31 Limits on the compulsory disclosure of accounting documents S. 174-176

„… documents of the company as drawn up, audited and disclosed pursuant to the law of the Member State by which …” „… companies, see Art 42 of this Directive. According to Recital 19 of the preamble to the company Law …” „… following the coordination of national law in respect of the 1. (1) Directive 2006/43/EC of the European …”

Peter Kindler Article 40 Penalties S. 198-201

„… letters and order forms. These penalties must be ‘appropriate’. Unsurprisingly, the ECJ case-law related …” „… Member State in which the branch is situated (Recital 16).1 Background Art 40 Company Law Directive …” „… replaces Art 12 of the Eleventh Directive 89/666/EEC on branches (repealed by Art 166 Company Law Directive …”

Klaus Bader, Andreas Börner Article 137 Draft terms of division S. 693-697

„… Directive with its focus on granting protection by information.1 The protection of the interests of members …” „… ensure that proper information is provided to the affected shareholders, Article 137(2) incorporates a …” „… information required for mergers in accordance with Article 5(1) no. 2, 7, 8 and 9 of the German …”

Klaus Bader, Andreas Börner Article 160 n Transmission of the pre-division certificate S. 796-797

„… division subject to the applicable national law in respect of each stage of the procedure in accordance …” „… completion of the cross-border division governed by the law of the Member States of the recipient companies …” „… that the recipient companies comply with provisions of national law on the incorporation and …”

Tobias de Raet Article 110 Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares S. 566-568

„… Information regarding the new company Pursuant to Article 109(1) subparagraph 2, Article 91(2)(a …” „… need to include information on the share exchange ratio and the amount of the cash payment, the terms …” „… ), § 20.143, p. 677. 2 Cf. Grundmann, European Company Law. Organization, Finance and Capital Markets (2nd edn …”

Tobias de Raet Article 107 Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquired S. 559-560

„… ), § 20.115, p. 663. 11 Edwards, EC Company Law (1999), p. 114; Lutter/Bayer/Schmidt, Europäisches …” „… under national law; (c) nullification proceedings may not be initiated more than six months after the …” „… (Vol. 1970/0091) commenting on Article 17, p. 34. 3 Grohmann, The Information Model in European Company …”

Tobias de Raet Article 104 Publication formalities S. 552-553

„… . 1970/0091) commenting on Article 10, p. 30. 4 Grohmann, The Information Model in European Company Law (2006 …” „… further legal consequences, inter alia, whether third parties or the 1 Cf. Edwards, EC Company Law (1999 …” „… ), 330; Grundmann, European Company Law. Organization, Finance and Capital Markets (2nd edn, 2012 …”

Jan P. Brosius Article 85 Equal treatment of all shareholders who are in the same position S. 387-390

„… “derogations from company law might also be required when the restructuring plan provides for the emission of …” „… (EU) 2019/1023. Also, “Member States should not be obliged to derogate from company law, wholly or …” „… partially, for an indefinite or for a limited period of time, if they ensure that their company law …”

Jan Lieder, Martin Bialluch Article 17 Addressees S. 976-979

„… addressed to the Member States. The content of Article 17 follows the EU primary law’s definition of a …” „… European Union law (effet utile)8 and the fact that Member States cannot rely on their own failure …” „… to transpose the directive into national law. The Directive must therefore be regarded as directly …”

Jan P. Brosius Article 5 Authorisation for commencing business S. 83-85

„… information to be published.11 Member States may provide for further and stricter requirements.12 VII. Direct …” „… Company Law, p. 57. 12 Also see the explicit wording “at least”. TITLE I GENERAL PROVISIONS Art 5 Jan P …” „… company. In such case, national law must provide for the requirement of a court’s decision leading to the …”

Klaus Bader, Andreas Börner Article 158 Divisions with cash payment exceeding 10 % S. 729-730

„… ; – where a Member State adopts the option under Article 140: the disclosure and prior information referred …” „… time limit and arrangements for the prior information notice (but not the subject matter).5 These …” „… division in their national law, they are then not subject to the obligations of the Directive.1 Pursuant to …”

Tobias de Raet Article 115 Transfer of all assets and liabilities by one or more companies to another company which is the holder of 90 % or more of their shares S. 573-574

„… : instead of the ex-ante protection by information, Article 114 provides for an ex-post protection by a …” „… information on the transaction.6 The second subparagraph of Article 114 permits Member States to apply the …” „… ) commenting on Article 21, p. 39; recital no. 53 of the Directive 2017/1132/EU; Edwards, EC Company Law (1999 …”

Tobias de Raet Article 102 Drawing up and certification of documents in due legal form S. 549-551

„… internes’ (1981) CDE, 15 (19); Edwards, EC Company Law (1999), p. 112; Grohmann, The Information Model in …” „… , competent authorities may be all natural or legal persons authorised by national law to draw up and certify …” „… European Company Law (2006), 325; Lutter/Bayer/ Schmidt, Europäisches Kapitalmarkt- und Gesellschaftsrecht …”

Klaus Bader, Andreas Börner Article 160 r Consequences of a cross-border division S. 802-806

„… Transfer requirements or restrictions under the law of a third country applying from the conflict of laws …” „… the law of the Member State of the company being divided (Article 160 q sentence 1). The members of …” „… special formalities must be completed under applicable law before the transfer of certain assets, rights …”

Klaus Bader, Andreas Börner Article 139 Approval by the general meeting of each company involved in a division S. 700-702

„… been only partially harmonised for divisions.1 One of the core principles of European company law is …” „… provide for higher approval thresholds. German law provides for a higher threshold with 75 % of the votes …” „… articles of association. If the law or the articles of association require an unanimous resolution or the …”

Jan P. Brosius Article 72 Increase in capital by consideration in cash S. 346-358

„… in German Law in section 2828 of the German Commercial Code (HGB) in its original version adopted on …” „… enshrine such principles in European Law.10 III. Purpose Article 72 and the pre-emptive right stipulated …” „… et seqq. 7 Edwards, EC Company Law, p. 85; Wooldridge, Company Law in the UK and the EC, p. 29. 8 …”

Klaus Bader, Andreas Börner Article 151 Consequences of a division S. 717-720

„… such, the notary, after having verified compliance with the conditions established by law, within …” „… parties. Against this background, and combined with the lack of harmonization of general civil law …” „… regarding the execution of correlating formalities provided for under national law.7 III. Transfer of …”

Tobias de Raet Article 109 Merger by formation of a new company S. 564-566

„… is, however, necessary to reflect nullification reasons not related to core company law15 such as …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4. Information regarding the new company …” „… Information regarding the new company Pursuant to Article 109(1) subparagraph 2, Article 91(2)(a) shall also …”

Jan P. Brosius Article 73 Decision by the general meeting on reduction in the subscribed capital S. 358-360

„… (2) (companies incorporated under special law issuing both capital shares and workers’ shares) and …” „… decision to be made by the general meeting would require certain profound information obligations. Although …” „… to provide for a minimum information obligation.8 VI. Quorum The resolution has to be passed in …”

Klaus Bader, Andreas Börner Article 156 Application of rules on divisions by acquisition S. 725-727

„… ’ shall refer to each of the new companies. 2. In addition to the information specified in Article 137(2 …” „… information to be disclosed. Further, paragraph 3 demands the draft terms of division as well as, in case they …” „… parliament and of the Council of 14 June 2017 relating to certain aspects of company law. 9 Jung, Krebs and …”

Klaus Bader, Andreas Börner Article 160 i Protection of members S. 773-778

„… related information provided did not comply with the legal requirements (Article 160h(5)). VII …” „… Spaltungen und Formwechsel nach dem EU-Company Law Package’ ZIP (355) 2019, 9. TITLE II CONVERSIONS …” „… shares in the recipient companies which would be governed by the law of a Member State other than the …”

Klaus Bader, Andreas Börner Article 145 Protection of employees’ rights S. 710-711

„… the part of the company being divided or the recipient companies respectively.2 German law has …” „… , Articles 126(1)11 and 126(3) German Transformation Act introduced division-specific information rules in …” „… Protection of employees’ rights 710 Klaus Bader and Andreas Börner 1 2 3 4 1 2 3 In Dutch law, the rights of …”

Jan P. Brosius Article 58 Serious loss of the subscribed capital S. 280-283

„… in Danish Law,15 is considered as a maximum limit.16 V. Duties of the General Meeting On the one …” „… hand Article 58 provides for information rights enabling the general meeting to address possible …” „… Wirtschaftsprivatrecht, Vol. 1 1994, p. 119, 238. 13 See German Law: sec. 92 para 1 AktG; Austrian Law: sec. 83 AktG. 14 …”

Peter Kindler Article 37 Compulsory documents and particulars to be disclosed S. 186-193

„… represent the company (under the common law doctrine of ultra vires) or for assessing the lawfulness of the …” „… listing, a two-tier board system, etc. In the light of these features, an LLC organized under the law of …” „… the law of the third country is a first, rough indication in favour of the corresponding legal form …”

Jan P. Brosius Article 51 Consideration other than in cash without an experts' report S. 258-261

„… Member States whether any exception is transformed into national law. Article 51 Consideration other than …” „… increase was taken and the information listed in paragraph 1 of this Article shall be published, in the …” „… authorisation to commence business 1. If, before the expiry of a time limit laid down by national law of at …”

Article 63 Holding of own shares and annual report in case of acquisition of own shares Jan P. Brosius S. 302-305

„… shareholders and third parties with the essential information regarding the own shares that were acquired and …” „… Directive 2013/34/EU7 (cf. Accounting and Auditing Law of the European Union, mn. 3 et seqq.) leaves it to …” „… shares (cf. Accounting and Auditing Law of the European Union, mn. 27). V. Unlawfully Acquired Shares …”

Jan P. Brosius Article 56 General rules on distribution S. 271-277

„… the subscribed capital plus those reserves which may not be distributed under the law or the statutes …” „… accordance with the law or the statutes. 1 Second Council Directive 77/91/EEC of 13 December 1976 on the …” „… sums to be placed to reserve pursuant to the requirements of the law or the statutes. 6. Paragraphs 1 …”

Jan P. Brosius Article 50 Derogation from the requirement for an experts' report S. 251-258

„… information listed in paragraph 1 of this Article shall be published, in the manner laid down by the laws of …” „… ) of that Directive during a sufficient period, to be determined by national law, preceding the …” „… by Directive 2006/68/EC3. It can be tracked back to the proposal of the Company Law SLIM Working …”

Karsten Kühnle Foreword to Arts 86a-86 t S. 390-398

„… after the ECJ’s Centros Decision – The Company Law Package …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 I. Twenty Years after the ECJ’s Centros Decision – The Company Law Package Twenty years after the …” „… , the so-called European Company Law Package came into force.2 Inter alia, it establishes for the first …”

Jan P. Brosius Article 49 Experts’ report on consideration other than in cash S. 245-251

„… distributed under the law or the statutes and which are at least equal to the nominal value or, where there is …” „… .; Dorresteijn/Monteiro/C. Teichmann/Werlauff, European Corporate Law, 2009, 5.13 b, Drinkuth, Die Kapitalrichtlinie …” „… . 14–21. 3 Recommendations by the Company Law Slim Working Group on the simplification of the First and …”

Tobias de Raet Article 131 Consequences of a cross-border merger S. 672-677

„… , ‘Grenzüberschreitende Verschmelzung nach dem EU-Company Law Package’ (2019) ZIP, 300 (306). 12 Lutter/Bayer/Schmidt …” „… , EC Company Law (1999), p. 113; Lutter/Bayer/Schmidt, Europäisches Kapitalmarkt- und …” „… national law governing either the acquiring company or the company or companies being acquired so requires …”

Klaus Bader, Andreas Börner Article 152 Civil liability of members of the administrative or management bodies of a company being divided S. 720-721

„… duties. I. Civil Liability The preventive concept “protection by information” is supplemented and thus …” „… shown that the decision of the general meeting is void or voidable under national law; (c) nullification …” „… liability of members of the administrative or management bodies of a company being divided The laws of …”

Jan P. Brosius Article 68 Decision by the general meeting on the increase of capital S. 330-339

„… maximum amount which they shall fix with due regard for any maximum amount provided for by law. Where …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 VII. Abuse of Law …” „… application of European law6 and compromise the directive’s objective to protect shareholders.7 Therefore, the …”

Klaus Bader, Andreas Börner Article 143 Availability of documents for inspection by shareholders S. 707-709

„… of electronic means for conveying information, such copies may be provided by electronic mail. 4. A …” „… companies to maintain the information on their website for a specific period after the general meeting …” „… technical or other factors. I. Comprehensive Information on the Draft Terms of Division …”

Klaus Bader, Andreas Börner Article 142 Examination of the draft terms of division by experts S. 705-707

„… Information obligation about substantial changes in assets and liabilities In the event of …” „… , Article 141(3) provides for a general information obligation of the administrative or management bodies of …” „… recipient company. However, this obligation to provide timely information does not apply to all …”

Klaus Bader, Andreas Börner Article 140 Derogation from the requirement of approval by the general meeting of a recipient company S. 702-703

„… reporting or information requirements relating to the merger or division of companies, laid down in Chapter …” „… information on a division 1. The administration or management bodies of each of the companies involved in the …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3. Information obligation about substantial changes in assets and liabilities 7 III. Written …”

Tobias de Raet Article 130 Registration S. 670-672

„… registers. 2. Member States shall ensure that at least the following information is entered in their …” „… . The registers shall make the information referred to in the first subparagraph publicly available and …” „… , the Member States need to ensure that at least the information set out in Article 130(2) points (a) to …”

Tobias de Raet Article 114 Exemption from requirements applicable to mergers by acquisition S. 572-573

„… concept of the Directive: instead of the ex-ante protection by information, Article 114 provides for an …” „… comprehensive information on the transaction.6 The second subparagraph of Article 114 permits Member States to …” „… laws of that Member State entitle the acquiring company, without a previous public takeover offer, to …”

Jan P. Brosius Article 57 Recovery of distributions unlawfully made S. 277-280

„… transparency requirements in relation to information about issuers whose securities are admitted to trading on …” „… statutory obligation to return unlawful distributions had already existed under the laws of the Member …” „… of shareholders shall be called within the period laid down by the laws of the Member States, to …”

doi.org/10.5771/9783845279909

Burkhard Hess, Ana Koprivica Harvey - Open Justice

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Burkhard Hess (ed.), Ana Koprivica Harvey (ed.)

Open Justice

Series: Studies of the Max Planck Institute Luxembourg for International, European and Regulatory Procedural Law

Volume 13 2019

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Cécile Chainais Open Justice and the Principle of Public Access to Hearings in the Age of Information Technology: Theoretical Perspectives and Comparative Law S. 59-90

„… an Age or Electronic Information’ (2004) 79 Washington Law Review 307; Andrew D Goldstein, ‘Sealing …” „… Open Justice and the Principle of Public Access to Hearings in the Age of Information Technology …” „… : Theoretical Perspectives and Comparative Law Cécile Chainais Preliminary Remarks The theme of the principle of …”

Judith Resnik The Functions of Publicity and of Privatization in Courts and Their Replacements (from Jeremy Bentham to #MeToo and Google Spain) S. 177-252

„… interest in information, the law may limit attendance at determined occasions to only the parties …” „… Centre for Ethics and Law’ (UCL Faculty of Laws, April 2018); House of Commons, The Women and Equalities …” „… Law, Yale Law School, April 2018) law.yale.edu/system/files/documents/pdf/Liman/liman2018 …”

Titelei/Inhaltsverzeichnis S. 1-8

„… Access to Hearings in the Age of Information Technology: Theoretical Perspectives and Comparative Law 59 …” „… .) Studies of the Max Planck Institute Luxembourg for International, European and Regulatory Procedural Law …” „… Procedural Law edited by Prof. Dr. Dres. h.c. Burkhard Hess Prof. Dr. Hélène Ruiz Fabri Volume 13 BUT_Hess …”

Michal Bobek Epilogue: Past and Looming Challenges to Open Justice S. 277-302

„… with regard to the ECtHR case law, in which an even greater number of information provided could be …” „… time, because its primary purpose is not to contain the information about the actors, but about the law …” „… . However, precisely for such educational purposes, be it with regard to law students and trainee lawyers …”

Burkhard Hess, Ana Koprivica Harvey Open Justice in Modern Societies: What Role for Courts? S. 9-46

„… the law firm. The lawyers authenticate the signatures of the parties and the agreement is sent to the …” „… open justice is also widely recognised as an indispensable element of the rule of law3 and thus of …” „… today. In the age of information technology and the transformation of the public sphere, this question …”

Robert Magnus New Media in the Courtroom: Benefits and Challenges S. 91-96

„… information for citizens, so the minister said, are no longer print media but television and radio. From this …” „… could not have been imagined back in 2001. Today’s most important source of information is, by far, the …” „… almost every aspect of modern society. The field of law is no exception. There are two possible …”

Jean-Claude Wiwinius Public Hearings in Civil Proceedings: From the Perspective of a Luxembourgish Judge S. 97-102

„… part in the Rule of Law. Transparency allows citizens to be kept informed, enabling them to develop a …” „… Criminal Proceedings’. 97 and mainly of civil cases, including commercial law, labour law, social security …” „… . People therefore rely on television and the internet to access information. This fact, combined with the …”

Ruth Herz The Dilemma of Open Justice in the Present Political, Social and Cultural Climate S. 117-124

„… , most people receive information about the law from different sources and therefore have ideas about it …” „… TV Studio’, in Michael Asimow (ed) Lawyers in Your Living Room! Law on Television (American Bar …” „… Court videos. About 8,000 watch each case (mostly lawyers and law students), as opposed to the millions …”

Maciej Szpunar Right to a Public Hearing According to Art 6 ECHR and Art 47 of the Charter of Fundamental Rights of the EU: Constitutional Perspectives S. 47-58

„… successive protocols, is a human-rights catalogue under international law which is directed at the 47 Member …” „… 1. 2. 47 can be triggered – and this is quite extraordinary in public international law – by way of …” „… reasonable time by an independent and impartial tribunal established by law.1 As we shall see in more detail …”

About the Authors S. 303-310

„… Staatsexamen) and joined the Institute for Comparative Law, Conflict of Laws and International Business Law …” „… Procedure,Conflict of Laws and Comparative Law. In 2017-2018 he held temporary Professorships at the Universities of …” „… since 7 October 2015. He obtained his master's degree in law and master's degree in international …”

Joachim Jahn German Courts Open Their Doors (a Little Bit) Wider to the Media S. 269-276

„… and the laws which regulate the hearings of other courts. The new law contains three changes. The most …” „… prospective trials for scientific and historical reasons (Article 169(2)). Here the law-makers have thought …” „… German Federal Parliament adopted a law which modifies this regulation.4 It is called (in the shorter …”

Thomas Giegerich Transparency in the Selection of Constitutional Court Judges: Contextualised Comparison between the USA, Germany and the European Courts in Luxembourg and Strasbourg S. 143-176

„… , where the Court of Justice functions as the ultimate arbiter also of primary Union law, the …” „… to which all political power is subject in any system based on the rule of law. Accordingly, it is an …” „… American Journal of International Law 225, 243. 2 Alexander Bickel, The least dangerous branch: the Supreme …”

Sir Ernest Ryder Securing Open Justice S. 125-142

„… outlaws; individuals and businesses whose disputes are outside the law’s protection and control. We would …” „… maintain ‘political liberty’, and the rule of law.1 Without effective open justice they would not be able …” „… encompass the principle of equal access to court. The commitment, a common law constitutional right in the …”

Index S. 311-316

„… information technology, 9, 38, 59, 63, 65, 74, 76, 98, 277, 278, 279, 280, 297 integrity, 6, 11, 20, 44, 61 …” „… law, 6, 9, 10, 11, 18, 27, 28, 29, 44, 45, 61, 99, 101, 117, 125, 127, 129, 135, 140, 143, 144, 215 …”

doi.org/10.5771/9783845297620

Federal Constitutional Court - Decisions of the Bundesverfassungsgericht - Federal Constitutional Court - Federal Republic of Germa

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Decisions of the Bundesverfassungsgericht - Federal Constitutional Court - Federal Republic of Germa

2007

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BVerfGE 105, 279 Order of the First Senate of 26 June 2002 – 1 BvR 670/91 “Sect warning case” Fundamental right of the freedom of religion and ideology (Article 4.1 and 4.2 of the Basic Law as a barrier to the information activity of the Federal Government – Osho Movement). S. 377-396

„… information (aa). However, the complainants’ fundamental rights under Article 4.1 and 4.2 of the Basic Law …” „… by the Basic Law if the information activity entails indirect factual impairments of fundamental …” „… law. If the Government has the task of information activity, hence with regard to the variety and the …”

BVerfGE 57, 220 Order of the Second Senate of 17 February 1981 – 2 BvR 384/78 “Trade-union access to church institution case” Access to charitable institutions of the churches by outside union representatives. S. 234-247

„… pluralism of association recognised in Article 9.3 of the Basic Law; their information and canvassing …” „… ecclesiastical statutes and by-laws relevant to church employment law … In the uniform employment-law provisions …” „… Law (Grundgesetz – GG) in conjunction with Article 137.3 of the Weimar Constitution (Weimarer …”

BVerfGE 35, 366 Order of the First Senate of 17 July 1973 – 1 BvR 308/69 “Cross in the courtroom case” Placing crosses in the courtroom. S. 106-111

„… : The fundamental right under Article 4.1 of the Basic Law (Grundgesetz – GG) of a party to proceedings …” „… 4.1 of the Basic Law (Grundgesetz – GG). In other respects, the constitutional complaints are …” „… the rule of law nor the principle of judicial independence, nor was it to be seen as a violation of …”

BVerfGE 53, 366 Order of the Second Senate of 25 March 1980 – 2 BvR 208/76 “Hospital law and church self-determination case” Secular order on the structure and organisation of hospitals that are operated by religious societies, or institutions that are on an equal footing with them or associated with them, as a violation of the constitutional guarantee of the church’s right of self-determination (Hospital Act of the Land North-Rhine/Westphalia). S. 204-233

„… episcopal decree of 4 October 1946 as “a real and lawful religious cooperative under episcopal law”, which …” „… 182 No. 17 BVerfGE 53, 366 of 25 March 1980 – 2 BvR 208/76 – “Hospital law and church …” „… ) that are incorporated into the Basic Law (Grundgesetz – GG) form an organic whole together with the …”

Index S. 459-466

„… foundation (Kirchenstiftung) – church fundation 17, 151-155, 229 • under secular law 155 church hospital …” „… their affairs church tax – and state income tax law, link between 253 – church tax 27-35, 127-129 …” „… planning law 318 – entitled to levy tax 247-251 – status 318-319, 322, 325, 327, 330-333 – under public law …”

BVerfGE 99, 100 Judgment of the Second Senate of 13 October 1998 – 2 BvR 1275/96 “Guarantee of church property (St. Salvator church (Salvatorkirche)) case” Surrender of the St. Salvator church in Munich (Church of the Transfiguration of the Saviour) to the Free State of Bavaria for transfer to the “Holy Metropolis of Germany”. S. 322-337

„… proceedings, in particular its right to its lawful judge (Article 101.1 sentence 2 of the Basic Law), have not …” „… basis as assured by Article 4.1 and 4.2 of the Basic Law and Article 137 of the Weimar Constitution. 2 …” „… application by non-constitutional law, initially in the non-constitutional courts. 4. If a right protected by …”

Titelei/Inhaltsverzeichnis S. 2-11

„… and ideology (Article 4.1 and 4.2 of the Basic Law as a barrier to the information activity of the …” „… – Federal Constitutional Court – Federal Republic of Germany Volume 4: The Law of Freedom of Faith and …” „… the Law of the Churches 1960-2003 Edited by the Federal Constitutional Court Karlsruhe 2007 1 …”

BVerfGE 74, 244 Order of the First Senate of 25 February 1987 pursuant to § 24 of the Federal Constitutional Court Act – 1 BvR 47/84 “Case concerning the participation in religious instruction by pupils with another religious belief” Decision on the participation of pupils with another religious belief in religious instruction by the responsible religious community. S. 277-283

„… state is obliged pursuant to Article 7.3 sentence 2 of the Basic Law to pay due regard to this decision …” „… appeal on questions of fact and law was also unsuccessful. The appeal on questions of law was dismissed …” „… defined in Article 7.3 sentence 2 of the Basic Law include the admission of pupils with another religious …”

BVerfGE 70, 138 Order of the Second Senate of 4 June 1985 – 2 BvR 1703, 718/83 and 856/84 “Labour law in church hospital case” The effectiveness of notices of termination of employment given by church institutions to employees in their service for the violation of ecclesiastical obligations of loyalty. S. 248-268

„… 226 No. 19 BVerfGE 70, 138 of 4 June 1985 – 2 BvR 1703, 718/83 and 856/84 – “Labour law in church …” „… by secular labour law; in this connection, the churches’ right of self-determination remains …” „… Constitution (Weimarer Reichsverfassung – WRV), are fully subject to the application of labour law. Order of …”

BVerfGE 108, 282 Judgment of the Second Senate of 24 September 2003 – 2 BvR 1436/02 “Headscarf case” Headscarf in class. S. 397-438

„… that it is possible to fight another battle for the Basic Law’s idea of freedom, following the struggle …” „… . There is no sufficiently definite statutory basis in the current law of the Land (state …” „… Basic Law. The judgment of the Federal Administrative Court is overturned. The matter is referred back …”

doi.org/10.5771/9783845205540

Deutschen Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH, Internationale Organization of Supreme Audit Institutions (INTOSAI) - Entidades Fiscalizadoras Superiores

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Deutschen Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH (ed.), Internationale Organization of Supreme Audit Institutions (INTOSAI) (ed.)

Entidades Fiscalizadoras Superiores

2013

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Lista de autores S. 12-34

„… administration. Dr Moser is a graduate of the Vienna University. He is holding a doctoral degree in Law Studies …” „… Barbara Dutzler, MPA, has a PhD from Economic University Vienna in economic sciences and European law as …” „… ). Trust and Governance Institutions: The Asian Experiences. Charlotte, NC: Information Age Press. For …”

doi.org/10.5771/9783845251868

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VRÜ Verfassung und Recht in Übersee

Browse Volumes: VRÜ Verfassung und Recht in Übersee

VRÜ | WCL Volume 36 (2003) Issue 1 ISSN Online: 2941-9603

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Francisco Fernández-Segado El federalismo en America Latina S. 23-48

„… Kogod Goldman, Amnesty Laws and International Law, in: Justice not impunity, International Commission …” „… .), Transitional Justice and the Rule of Law in New Democracies, Notre Dame/London, 1997, mit Fallstudien aus …” „… , Criminal Law Forum 5 (1994), 237 ff. 7 Vgl. zum Internationalen Strafgerichtshof als Überblick Herwig …”

Bibliographie/Bibliography S. 156-158

„… ausschließlich der Information. Die angegebenen Titel können von VRÜ und der Übersee-Dokumentation nicht …” „… geliefert werden. ** This Bibliography serves information purposes only. Neither VRÜ nor the Overseas …” „… national courts in Malawi, in: Journal of African Law (Cambridge). 46 (2002) 1, S. 31-42. Horwitz, Robert …”

Buchbesprechungen S. 112-155

„… Verwaltung als Informations-, Entscheidungs- und Kontrollverbund (S. 1375 ff.), so zeigt sich, wie wenig im …” „… Souveränitätseinschränkungen im Namen “humanitärer” Interventionen oder der Bestand an “soft law” in der internationalen …” „… Spiegel der Friedensethik Schriften der Akademie der Bundeswehr für Information und Kommunikation Nomos …”

Christiane Simmler Verurteilen oder vergessen – zur Frage des Umgangs mit schweren Menschenrechtsverletzungen S. 6-22

„… Kogod Goldman, Amnesty Laws and International Law, in: Justice not impunity, International Commission …” „… .), Transitional Justice and the Rule of Law in New Democracies, Notre Dame/London, 1997, mit Fallstudien aus …” „… , Criminal Law Forum 5 (1994), 237 ff. 7 Vgl. zum Internationalen Strafgerichtshof als Überblick Herwig …”

Carola Glinski Environmental Justice in South African Law and Policy S. 49-74

„… in environmental law cases. 83 In February 2000, the Promotion of Access to Information Act was …” „… transparent manner, and that access to information must be provided for in accordance with the law. Sec. 31 …” „… persons to collect information. Special environmental laws should therefore include such duties. For …”

Atangcho N. Akonumbo The legal Aspects of Privatisation in Cameroon. The Experience and the Lessons S. 75-102

„… process was fostered by far reaching changes in political systems and by information technology that has …” „… financial law, which stated that privatisation, had to contribute to the State budget, the sum of CFA 40 …” „… . The 2000/2001 financial law did not state any considerable amount (CFA 25 billion francs) but it was …”

doi.org/10.5771/0506-7286-2003-1

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