EC harmonisation and the formation and capital of public companies : a comparative approach
This thesis examines the implementation of EC company law Directives relating to the formation and capital of public companies in three Member States, namely the UK, France and Germany. In each of the chosen areas the thesis first examines the relevant EC provisions in detail and discusses their objectives. It then assesses the correctness and effectiveness of their implementation in the national systems of the UK, France and Germany by evaluating not only the formal compliance of their laws with the Directives concerned, but also their actual compliance in terms of their interpretation and enforcement by the national courts. Where non-compliance is detected, use will be made of the principles of direct effect and of interpretation (the so-called indirect effect) as established by the European Court of Justice and amendments of the existing regime will be proposed. The thesis is divided into four parts. Part One of the thesis serves as a starting point and discusses the EC harmonisation programme. Part Two deals with the formation of public companies. It concentrates on four areas: pre-incorporation contracts, corporate capacity, formation of companies and disclosure, and nullity of companies. Part Three and Four consider the raising and maintenance of capital in public companies. Part Three looks at the power to allot new securities, the statutory pre-emptive rights of the shareholders and the payment for share capital. Part Four discusses share reacquisitions and the related rule prohibiting a company from giving financial assistance for the purchase of its own shares, and it examines the law relating to dividends and reductions of capital.