Company Law

Working Paper

Centros, the Freedom of Establishment for Companies, and the Court's Accidental Vision for Corporate Law

In consequence of the three ECJ cases in Centros (1999), Überseering (2002), and
Inspire Art (2003), EU member states can no longer effectively apply the real seat theory to companies from other Member States or take other measures to avoid...Read more

Martin Gelter
01 February 2015

Centros, California’s “Women on Boards” Statute and the Scope of Regulatory Competition

We examine the Centros decision through the lens of SB 826 – the California statute mandating a minimum number of women on boards. SB 826, like the Centros decision, raises questions about the scope of the internal affairs doctrine...Read more

Jill Fisch
Steven Davidoff Solomon
27 May 2019

The Illusion of Motion: Corporate (Im-)mobility and the Failed Promise of Centros

The European Court of Justice’s landmark decision in Centros was heralded as creating the preconditions for a vibrant market for incorporations in the EU. In practice, however, today’s corporate landscape in Europe differs little from...Read more

Carsten Gerner-Beuerle
Federico M. Mucciarelli
Mathias Siems
12 July 2019

Startups and Company Law: The Competitive Pressure of Delaware on Italy (and Europe?)

US corporate law and, in particular, Delaware law, which leaves ample room to freedom of contract, has been one of the reasons for the successful creation and financing of startups in Silicon Valley. We analyze the Italian attempt to modernize...Read more

Paolo Giudici
Peter Agstner
27 August 2019

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