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GLOSSARY
EUTM stands for European Union trade mark. It is a unitary trade mark registration which covers all EU member states.
NEWS
Law360, London: A trade body for European banks has warned that a EU Banking Authority proposed anti-money laundering (AML) rules make excessive demands on credit institutions.
GLOSSARY
European citizenship is a legal status, which is held by the nationals of the EU Member State, granting certain autonomous rights to the holders.
PRACTICE NOTES
This Practice Note provides an introduction to the European company, Societas Europaea, or 'SE'. It provides an introduction on how they are incorporated and governed, their head office, their capital and shareholders, employee participation, and how transfer of head office from one Member State to another works. What is a European company? A European company, otherwise known as a Societas Europaea or SE, is a body corporate that may be formed within the EU. Once registered in the Member State where its main office is located, an SE benefits from European-wide recognition and has its own legal personality. What is a head office? ’Head office’ is not defined under EU law. The meaning of the term ‘head office’ was considered in the context of Regulation (EC) 1346/2000 on insolvency proceedings (not longer in force) in the opinion of Advocate General Jacobs delivered on 27 September 2005 in Case C-341/04, Eurofood IFSC (paragraphs 106–126 and 152(3)). An SE is a public limited liability company governed by the law of the Member State in which it has its registered
GLOSSARY
European companies are companies established under EC Regulations where the companies are new forms of trading entity whose legal personality is recognised by all member states.
GLOSSARY
A European company, otherwise known as a Societas Europaea or SE, is a body corporate that may be formed within the territory of the European Union. Once formed, it has its own legal personality. An SE is registered in the member state in which it has its head office, but has Europe-wide recognition and status. Now that the UK has left the EU, it is no longer possible to incorporate or operate an SE in the UK. On 1 January 2021 all SEs registered in the UK automatically converted into a new legal form known as a UK Societas.
GLOSSARY
The European Constitution, also known as the Constitutional Treaty, refers to the Treaty establishing a Constitution for Europe, which has never entered into force.
PRACTICE NOTES
This Practice Note sets out how derivatives are documented under the main master agreements used in the EU and the UK. These include those sponsored and developed by the International Swaps and Derivatives Association, Inc (ISDA), the European Banking Federation (EBF), the French Banking Federation (FBF), the Association of German Banks, the Spanish Banking Association and the Spanish Confederation of Savings Banks. How do master agreements work? A master agreement is a set of common terms pre-agreed by the parties which will apply to any transactions of the same kind between them. For each transaction, the parties only have to determine and to agree its specific terms, ie mainly the kind of transaction (among those the parties have chosen to submit to the master agreement), the financial terms and, as the case may be, other specific terms which derogate to the content of the master agreement. What are the main European derivative master agreements? The main derivative master agreements used in Europe are sponsored by: • the International Swaps and Derivatives Association,
PRACTICE NOTES
Applicable law for directors' duties Post Brexit, in Member States where the Regulation (EU) 2015/848 (OJ L141 5.6.2015 p 19), Recast Regulation on Insolvency [EU Recast Regulation on Insolvency] applies, it is possible that the presumption that the centre of main interests (COMI) corresponds to the company's registered office will be rebutted. In such cases, the duties of the directors of that company may be governed by the applicable law under the EU Recast Regulation on Insolvency (ie the law of the lex concursus; where main proceedings are opened) rather than the local law of the country where the company's registered office is located, which they may be more familiar with. It is therefore important to understand the different duties and standards which are applicable throughout Europe (see Practice Note: Table comparing European directors' duties). For example, even though a company has its registered office in Spain, if the COMI is in Germany, the directors may be subject to the onerous German law duties to file within a specific timeframe or be
PRACTICE NOTES
Applicable law for directors' duties In Member States where the Regulation (EU) 2015/848 (OJ L141 5.6.2015 p 19), Recast Regulation on Insolvency [EU Recast Regulation on Insolvency] applies, it is possible that the presumption that the centre of main interests (COMI) corresponds to the company's registered office will be rebutted. In such cases, the duties of the directors of that company may be governed by the applicable law under the EU Recast Regulation on Insolvency (ie the law of the lex concursus; where main proceedings are opened) rather than the local law of the country where the company's registered office is located, which they may be more familiar with. It is therefore important to understand the different duties and standards which are applicable throughout Europe (see Practice Note: Table comparing European directors' duties ). For example, even though a company has its registered office in Spain, if the COMI is in Germany, the directors may be subject to the onerous German law duties to file within a specific timeframe or be
NEWS
EU Law analysis: On 16 January 2025, the European e-Justice Strategy 2024–2028 (Strategy) has been published in the Official Journal of the European Union. It provides a framework designed to enhance the digitalisation of justice systems across the EU and is a continuation of the Union’s ongoing efforts to modernise judicial systems. Marco Pasqua, junior editor of the European Association of Private International Law blog analyses the Strategy.
NEWS
EU Law analysis: on 6–9 June 2024, citizens of the EU went to vote for what will form the European Parliament’s tenth legislature. While discussions have taken place on group compositions with parties swapping groups and a number of the non-aligned MEPs attaching themselves to political groups, we can now see the composition of the 2024–2029 European Parliament. As predicted, the European Parliament has taken a shift to the right. However, what does this mean? Lavan Thasarathakumar, senior advisor of Hogan Lovells has contributed to this analysis.