Abuse of Companies

About this book:
Abuse of Companies focuses on whether the corporate form is used as such to avoid liabilities or cover illegal acts, or whether abuse is practised to obtain certain advantages. The subject of this first-ever, in-depth survey and analysis garners more attention every day – both in legal literature and in popular media. Taken together, the authoritative contributions in this book clearly and comprehensively reveal typical situations where abuse may take place and how company law and other areas of law have tackled these incidents and practices in a variety of key jurisdictions. It gives an understanding of the background, implications and limitations of the different measures adopted to avoid abuse of companies.

What’s in this book:
Focusing on Europe but with global implications, the topics raised include the following:

• how group structures may be used by multinational enterprises to escape regulation and avoid taxation;
• whether the decision to incorporate a company in a particular jurisdiction may be abusive;
• companies set up for money laundering;
• letterbox companies formed as a front to allow a company to benefit from one legal regime and avoid others;
• ex post transfers of seats such as cross-border mergers and conversions;
• when the use of phoenix companies may constitute an abuse of the corporate form;
• how corporate mobility is used to circumvent worker participation; and
• how online company formation and technological innovation may foster abuse.

This book helps to explain how the line is drawn between abuse and (creative) use of the corporate form. Remedies covered include restricting the use of bearer shares, setting minimum capital requirements, piercing the corporate veil, ensuring transparency of beneficial ownership, using insolvency law to lodge claims against directors and shareholders and recover assets, and applying the general principle prohibiting abuse.

How this will help you:
There is no other book on the market focusing on abuse of companies and giving such a comprehensive analysis of the topic. Practitioners will get guidelines on how to avoid becoming involved in activities that may constitute abuse and how to address instances where abuse has occurred. Interested academics, legislators, and enforcement authorities in Europe and beyond will find this book’s perspectives invaluable.

Editors

Contributors

PART I
Distinguishing Abuse from Non-abusive Use of Companies

CHAPTER 1
Abuse of Companies: An Introduction
Hanne S. Birkmose, Mette Neville & Karsten Engsig Sørensen

CHAPTER 2
Abuse of Companies Through Choice of Incorporation?
Martin Gelter & Lécia Vicente

CHAPTER 3
The Abuse of Company Groups
Janet Dine

CHAPTER 4
Phoenix Companies as an Abuse of Companies
Michelle Welsh & Helen Anderson

CHAPTER 5
Circumvention of Board Level Representation of Employees
Christoph Teichmann

PART II
Tackling Abuse in Company Law

CHAPTER 6
Digital Abuse of Companies: Formation, Filing and Evasion
Florian Möslein

CHAPTER 7
The Liability of Directors and the Abuse of Companies
Mariangela Iannaccone & Anna Rosa Adiutori

CHAPTER 8
Veil Piercing and Abuse of the Corporate Form
Diederik Bruloot, Louis De Meulemeester & Christoph Van der Elst

CHAPTER 9
Capital Requirements and the Abuse of Companies
Alessio Bartolacelli

CHAPTER 10
Unmasking Shareholders and Directors to Prevent the Abuse of Companies
Blanaid Clark

PART III
Tackling Abuse in Other Areas

CHAPTER 11
Abuse of Companies in Capital Market Law
Carsten Schirrmacher & Björn Schneider

CHAPTER 12
Free Movement in the EU and the Abuse of Companies
Karsten Engsig Sørensen

CHAPTER 13
Anti-money Laundering Rules Against Abuses of Companies
Konstantinos Sergakis

CHAPTER 14
Abuse of Companies and the Prohibition of Abusive Tax Practices
Pasquale Pistone

CHAPTER 15
Abuse of Companies and Insolvency Law
Stephan Madaus

CHAPTER 16
Abuse of Companies and Posting of Workers
Natalie Videbæk Munkholm

Bibliography