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Currently there is a tendency in the EU to adjust the minimum-capital requirement. In France and Germany the requirement for private limited liabilities has been totally abolished, whilst other countries have chosen to reduce their requirement. The Swedish law concerning the minimum-capital requirement is from 1st of April 2010 being lowered to 50 000 SEK. In common law jurisdictions such as United Kingdom and USA a minimum-capital requirement does not exist. The european main argument to keep such a requirement is that it accomplishes a creditor protection. This theory does not concur with the one argued by common law-jurisdictions, according to their legal systems the protection is nothing but illusionary. By examining former national law in contrast to current, the writer wishes to detect differences or similarities regarding the motives to the existing bodies of law. This thesis wishes to find out whether European law stands on the same fundamental corporate law principals as common law-jurisdictions do. This thesis also intends to investigate the cause for the Swedish decision to keep the capital requirement. The conclusions drawn in this study state that European motives to abolish the minimum-capital requirement differ from those of the UK and USA. Europeans removing this requirement is not an action made out of the acknowledgement that a legally required capital is unnecessary, it simply has been to this point, the will to attract corporations and to keep up with the development. The Swedish government chose to keep the requirement claiming creditors protection as the reason for this. The author is of the opinion that the arguments presented to support this are illegitimate, and derive from ignorance. An ignorance either caused by tradition and a conservative fear of the unconventional, or simply by a lack of skills. Let us hope the reason isn’t lack of skills for the sake of our legal security.

This work is a comparative study of shareholders' powers to appoint and remove directors in the United Kingdom, United States and Germany as an internal corporate control mechanism. It highlights the entrenched positions of corporate managers in the face of shareholders' weakening powers in these systems. Having recognised the importance of shareholders' position as the contributors of corporate capital, the laws of these three systems give them the right to bring about changes in the control of companies by vesting power in the general meeting to determine the composition of corporate boards. Shareholders appoint directors to act on their behalf, the board in turn selects and monitors its executives to ensure that the interests of shareholders and other stakeholders are protected. The Anglo-American system is characterised by dispersed shareholding and management dominated boards, with the result that shareholders do not exercise their voting rights effectively. Under the German two-tier board system companies are accountable to a wide range of stakeholders and have a different structure of shareholding, where banks control the majority of shares. Despite the absence of management-dominated boards in that system the depository share system together with the practice of co-determination tend to restrict shareholders' participation in corporate control. The reality is that directors may 2 end up using certain devices to entrench themselves on the board so as to restrict the ability of shareholders to remove them. This thesis advocates a greater role for shareholders through improved opportunities for them to use their voting powers in determining the composition of their boards. It makes various recommendations in the different areas in which shareholders face difficulties in exercising these powers. It is hoped that the implementation of these suggestions will result in a system which will enable shareholders to exercise their voting powers more effectively for the purpose of controlling their companies.

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The research assesses the breadth of the definition of "distributions" and asks whether this definition may be too broad. Is regulation found wanting because the definition results in improper protection of the interests of creditors, even with the modern approach of applying the solvency and liquidity test? In answering this question, the South African position is assessed and the position in New Zealand researched for comparative purposes. / Dissertation (LLM (Corporate Law))--University of Pretoria, 2021. / Mercantile Law / LLM (Corporate Law) / Unrestricted

The freedom of establishment is considered to be one of the essential freedoms in establishing the European internal market. Article 49 and 54 in the Treaty on the Functioning of the European Union (TFEU) grants persons and companies the right to set up establishments and pursue economic activity within the Member States of the European Union, the articles are however complicated and the Court of Justice has in many case explained how these articles are to be interpreted. A company is free to establish itself through a primary establishment in any Member State and has the right to open up secondary establishment in another Member State. This can be done regardless if this is done just the take advantage of the more favourable legislation in the first state. The transfer of the entire or parts of a company´s establishment fall  outside the scope of freedom of establishment, then national legislation determine if transfer is allowed or not. The outcome of a transfer varies widely because of the differences in national law. In some cases a company is forced to wind-up and liquidate while in other cases the transfer is allowed.  This shows that there is a need for harmonisation in the freedom of establishment for companies. A new distinction of transfer was introduces in the latest ruling in the Cartesio case. A company can transfer from one Member State to another if it intends to convert to a company form of the new state, however, only if the legislation of new state allows it. The Court of Justice allowed a new kind of transfer and it must now be regulated in order for companies to be able to take advantage of this increase in corporate mobility.

At first glance, the group CEO's (koncernchefens) legal position looks easy. It is the CEO’s responsibility to lead and make decisions on matters which affect the entire group, all while defending the company’s best interests. However, when one looks closely at how the Companies Act (Aktiebolagslagen) regulates how a company should organize itself, as well as the options available to manage the group, one rea-lizes that simply appointing a group CEO does not necessarily make the company compatible with the Companies Act. A group CEO threatens to reduce both the Board and CEO's legal administrative districts which are not in accordance with legal and commercial principles.In order to introduce a group CEO it requires a detailed investigation of the group's legal relationships. Through investigation, the companies can clarify what is included in the subsidiaries’ executives' legal management area, in order to align the group CEO's powers—eliminating the threat to restrict the jurisdiction of the various group companies' Board of Directors and CEO. The group CEO could potentially take advantage of his or her position and use his or her power to damage one of the subsidiaries. Since the group CEO is not mentioned in the Companies Act, Chapter 29, as one of the responsible parties, the group CEO is not, at least not directly, sub-ject to damages based on the Companies Act, tort law.A potential solution to this is to apply the Commercial Code (Handelsbalkens) 18th chapter and its rules of tort law, which states that the group CEO would take a trus-teeship (sysslomannaställning) with one of the Group companies. This paper/essay presents and analyzes various ways a CEO can exercise the power to represent sever-al group companies and the grounds upon which the group CEO can be held liable for his or her actions.

<p>There are no set guidelines on how to interpret the criteria’s in the adjustment rule within the meaning of the companies act. The criteria’s are not discussed in literature and the Swedish case law in this area is very limited. A reason for the limited use of the adjustment rule is the slow and very costly process, which does not grantee the outcome of the case. Because of the lack of case law regarding damages and the adjustment rule it has not been up for discussion. The responsibility of a CEO or member of the board is a very central part in a working company. The rules for damages must therefore work as an incitement for a member of the board or CEO to show care and make decisions the very best of interest of the company. All types of companies involve some form of risk taking. The rules within the companies act shall not discourage the board or CEO to make well calculated decisions that in the end can become a loss-making deal.</p><p>The adjustment rule in the companies act is written in very general terms. This is because of the large type of situations that can occur in a company. Sweden’s and the rest of Scandinavia’s legal systems are very much alike. To try and understand how the adjustment rule is supposed to be processed; a comparison is going to be made with another Nordic country’s equivalent rule, in this case Denmark. This can shed more light on how to interpret the adjustment rule within the meaning of the companies act, and if there are any differences between the two countries in the usage of this rule. If there are any differences, is the difference more beneficial seen to the person who has caused the damage?</p><p>There are only minor differences between the two countries and the usage of the rule. However these differences can be seen at more beneficial to the person who has inflicted the damage, when using Denmark’s adjustment rule.</p>