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

See all articles by Carsten Gerner-Beuerle

Carsten Gerner-Beuerle

University College London - Faculty of Laws

Date Written: April 11, 2013

Abstract

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

Gerner-Beuerle, Carsten, Right of Establishment and Corporate Mobility: The Decision of the Court of Justice in VALE (April 11, 2013). Gore-Browne on Companies, Special Release 2013. Available at SSRN: https://ssrn.com/abstract=2249182

Carsten Gerner-Beuerle (Contact Author)

University College London - Faculty of Laws ( email )

Gower St
London WC1E OEG, WC1E 6BT
United Kingdom

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