Right of Establishment and Corporate Mobility: The Decision of the Court of Justice in VALE
Gore-Browne on Companies, Special Release 2013
7 Pages Posted: 12 Apr 2013
Date Written: April 11, 2013
The right of establishment (Articles 49 and 54 TFEU), one of the most controversial areas of European company law, continues to occupy the European Court of Justice. About at the same time when the Court’s landmark decision in Cartesio was handed down, another set of questions regarding corporate mobility were referred to the Court of Justice in proceedings brought by a Hungarian company, VALE Építési kft. This paper analyses how the Court used VALE to further shape the regulatory framework that applies when companies engage in a cross-border restructuring. In addition, the paper argues that the Court's decision in VALE is significant in giving at least implicit guidance on a wider set of issues concerning the authority of a Member State under whose laws a company seeks to incorporate to define the requirements for incorporation, and the problem of how to reconcile different regulatory regimes in cases that have connections with more than one jurisdictions, such as cross-border mergers and conversions.
Keywords: Right of establishment, free movement, Cartesio, corporate mobility, transfer of seat, cross-border conversion
JEL Classification: K22
Suggested Citation: Suggested Citation