Private Limited Company -Distinct features Close corporation intuit personae character Cf. however, different national law concepts Restriction to transfer shares(cf NL or not? Restricted number of shareholders(cf France)? Instruction powers attributed to shareholders meeting (cf Germany: Weisungsbefugnis)or not? Additional obligations to be imposed on shareholders or not? (cf. Germany: Nebenleistungen)? No access to stock markets Trend (from CJEU Inspire Art Ltd onwards, 2003): mitigation of formation and capital requirements for private companies Universiteit Maastricht
Private Limited Company – Distinct features ‘Close’ corporation; intuitu personae character. Cf., however, different national law concepts: - Restriction to transfer shares (cf. NL) or not? - Restricted number of shareholders (cf. France)? - Instruction powers attributed to shareholders meeting (cf. Germany: Weisungsbefugnis) or not? - Additional obligations to be imposed on shareholders or not? (cf. Germany: Nebenleistungen)? - No access to stock markets Trend (from CJEU Inspire Art Ltd. onwards, 2003): mitigation of formation and capital requirements for private companies
Company actors- Dualistic concept Mandatory in all legal systems 1 Shareholders general meeting (Hauptversammlung; Assemblement generale) Investors, providing company's capital(cf further: loans by banks) Involvement in the company s resolution making process(e.g appointing, suspending, dismissing executive) managers, non-executives/supervisory board members company dissolution etc Universiteit Maastricht
Company actors – Dualistic concept Mandatory in all legal systems 1 Shareholders/General meeting (Hauptversammlung; Assemblement générale) - Investors, providing company’s capital (cf. further: loans by banks) - Involvement in the company’s resolution making process (e.g. appointing, suspending, dismissing (executive) managers, non-executives/supervisory board members, company dissolution, etc
Company actors- Dualistic concept Mandatory in all legal systems 2 Management board (Vorstand/Geschaftsfuher; Conseil d'administration Daily management (External) company representation transactions, court proceedings(cf,, however, derivative suit) Universiteit Maastricht
Company actors – Dualistic concept Mandatory in all legal systems 2 Management board (Vorstand/Geschäftsfüher; Conseil d’administration) - Daily management - (External) company representation: transactions, court proceedings (cf., however, ‘derivative suit’)
Company actors -Other company organs? Mandatory or optional? Depending on national law EU MS 3 Supervisory officials: basically, two company board structures A Two separate administrative boards mb and (Supervisory board; Aufsichtsrat B Single board structure, with executive and non executive board members Universiteit Maastricht
Company actors – Other company ‘organs’? Mandatory or optional? Depending on national law EU MS: 3 Supervisory officials: basically, two company ‘board structures’ A Two separate ‘administrative’ boards: MB and… (Supervisory board; Aufsichtsrat) B Single board structure, with executive and nonexecutive board members
Company actors management Powers and duties of managing directors(.e irrespective of single or dual board structure) 1 Managing the company. Cf. B]R, Business Judgment Rule 2 Representing the company to the outer world(i.e the board as a whole or individual members); 1st eu company Law directive Business transactions Court proceedings(plaintiff/ defendant 3 Further assignments: cf. company's articles of association (commonly: issue new shares): cf. Ch on capital requirements and 2nd EU Company Law Directive Universiteit Maastricht
Company actors – Management Powers and duties of managing directors (i.e. irrespective of single or dual board structure) 1 Managing the company. Cf. ‘BJR’, Business Judgment Rule 2 Representing the company to the outer world (i.e. the board as a whole or individual members); 1st EU Company Law Directive - Business transactions - Court proceedings (plaintiff/defendant) 3 Further assignments: cf. company’s articles of association (commonly: issue new shares): cf. Ch. on capital requirements and 2nd EU Company Law Directive