In this paper the implications of the jurisdiction of the European Court of Justice (ECJ) on German Corporate Law, especially regarding the ECJ-case Daily Mail, Centros, Überseering, and Inspire Art is made. Thereby also the question, wheather the so-called seat theory under German law can be applied is made.
In the following the effects of this ECJ jurisdiction on the use of foreign legal forms in Germany, especially regarding the use of a British Limited is highlighted. Following on that the question how the German legislator try to react on the EU competition of legal forms is answered.
In the end the advantages and disadvantages of this newly created competition of legal forms within the EU is discussed.
Inhaltsverzeichnis (Table of Contents)
- Question 1
- Task
- Introduction
- Initial Situation: Seat theory vs incorporation theory
- Cases
- Daily Mail
- Centros
- Überseering
- Inspire Art
- Implications of ECJ on German Corporate law
- Is there still room for an application of the so called seat theory in Germany?
- Question 2
- Task
- Introduction
- Effects of ECJ on the use of foreign legal forms
- How did the German legislator try to react by reforming the GmbH?
- Question 3
- Task
- Advantages and disadvantages of the competition legal forms within EU.
Zielsetzung und Themenschwerpunkte (Objectives and Key Themes)
This paper analyzes the implications of European Court of Justice (ECJ) jurisprudence on German corporate law, specifically examining the impact of the ECJ's decisions in the Daily Mail, Centros, Überseering, and Inspire Art cases. The objective is to understand the evolving landscape of German corporate law in the context of European integration and the tension between national legal traditions and supranational legal principles.
- The clash between the seat theory and the incorporation theory in European company law.
- The impact of ECJ decisions on the freedom of establishment within the European Union.
- The implications of ECJ rulings for the German corporate law system, including the recognition of foreign companies and the application of German law to foreign entities.
- The future prospects for the seat theory in Germany and its potential coexistence with the incorporation theory.
- The role of the German legislator in responding to the ECJ's decisions and reforming the GmbH.
Zusammenfassung der Kapitel (Chapter Summaries)
Question 1
This section examines the impact of four key ECJ cases (Daily Mail, Centros, Überseering, and Inspire Art) on German corporate law, specifically focusing on the tension between the seat theory and the incorporation theory. It delves into the factual background of each case, the ECJ's rulings, and the implications of those rulings for German law. The analysis considers the potential for the seat theory to persist within German law despite the ECJ's rulings, as well as the broader implications for the German legal system.
Question 2
This part explores the effects of the ECJ's decisions on the use of foreign legal forms in Germany. It analyzes the impact on areas such as company law, incorporation, codetermination, tax law, capital markets, and minority rights. The chapter examines how the German legislator has responded to these developments through reforms to the GmbH.
Question 3
This section delves into the advantages and disadvantages of competing legal forms within the EU, providing a comprehensive overview of the legal framework for cross-border company formation and the challenges associated with it.
Schlüsselwörter (Keywords)
Key themes and concepts explored in this work include European Court of Justice (ECJ), German Corporate Law, Seat Theory, Incorporation Theory, Freedom of Establishment, Daily Mail Case, Centros Case, Überseering Case, Inspire Art Case, GmbH reform, Cross-border company formation, EU law, national law, legal harmonization, and legal convergence. The study examines the interplay between national and supranational legal frameworks, highlighting the evolving landscape of European corporate law.
- Quote paper
- Stephan Weber (Author), 2007, Governmental and Legal Environment, Munich, GRIN Verlag, https://www.grin.com/document/88091
