Reforming the Second Company Law Directive

Financial Law Institute Working Paper No. WP2006-15

26 Pages Posted: 18 Jan 2007

See all articles by Eddy Wymeersch

Eddy Wymeersch

Ghent University - Financial Law Institute; ECGI

Date Written: November 2006

Abstract

This paper gives a first analysis of the new directive amending the 2nd company law directive (dir 2006/68). The four changes are analysed and criticized. The rules doing away with an expert opinion in case of contributions in kind are useful, although their scope will appear quite limited. On buy back of shares the directive merely does away with the 10% ceiling, a historical error anyway. Instead comes a limitation to undistributable assets (capital + undistributable reserves). The hopes for relaxation of the regime on financial assistance has not been achieved: the prohibition is abolished, but the procedures are heavy and the reservation requirement excessive. A missed chance!

Keywords: company law

JEL Classification: K2

Suggested Citation

Wymeersch, Eddy O., Reforming the Second Company Law Directive (November 2006). Financial Law Institute Working Paper No. WP2006-15, Available at SSRN: https://ssrn.com/abstract=957981 or http://dx.doi.org/10.2139/ssrn.957981

Eddy O. Wymeersch (Contact Author)

Ghent University - Financial Law Institute ( email )

Universiteitstraat 4
Gent, B-9000
Belgium
+32 9 264 68 27 (Phone)
+32 9 264 68 55 (Fax)

HOME PAGE: http://www.law.ugent.be/fli

ECGI ( email )

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Belgium

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