This thesis addresses the theoretical and legal foundations for choice of corporate law in the European Union. In particular, it evaluates the contractarian approach to choice of law, which has become the dominant paradigm. When contractual principle is viewed in its fullest form, it is found that corporate choice of law could be restricted for similar reasons to those which justify limitations to party autonomy in contractual choice of law. What is more, economic arguments for party autonomy should be refined in view of the fact that corporate legal theory is unsettled. Indeed, different views about the economic nature of companies are accounted for in State practice. Having rejected dogmatic approaches to the private international law of companies, it is then found that the EU Treaties contain contradictory signals about the place of party autonomy in choice of corporate law. The lack of clarity in the Treaties and lack of legislative progress has necessitated recourse to the European Court of Justice. The Court has, generally, adopted an interpretation of the Treaty which furthered economic integration. However, the judgments reveal numerous inconsistencies, and the law is in a constant state of flux. Added to the fact that the EU’s legislation is less permissive than the Court’s judgments, the law lacks clarity. Legislation is therefore needed. It is suggested that future legislation should entrench a degree of autonomy, but should also account for the fact that States differ on the goals of companies. While the law of the State of incorporation should govern all matters relating to the company’s internal law, European law should bind the Member State in which a company is established to require pseudo-foreign companies to incorporate norms of the State of its real seat in their statutes. This could be supported through the use of information technology solutions which have been pioneered in other fora.

Universiẗat, Diss., 2006--Heidelberg. / Includes bibliographical references (p. 327-350).

Thesis (doctoral)--Universität Rostock.

Inaug.-diss.--Giessen. / Lebenslauf. "Literaturverzeichnis": p. [78]-80.

Management Buy-Outs occur when the managers of a company buy the company from its owners, namely the shareholders. Where such a company is a listed public company, the transaction is known as "going private. 11 The critics allege that this type of buy-out leads to irreconcilable conflicts of interests, a breach of fiduciary duties and to insider trading by the directors. For this reason Management Buy-Outs should be prohibited or alternatively, regulated to such an extent as to make them virtually unworkable. It is submitted that these conflicts are not irreconcilable and that they are no different to the myriad of other conflicts which arise out of the promotion, incorporation and the operation of a company. Both statute and the common law effectively deal with most of the critics' apprehensions without necessarily prohibiting the transactions giving rise to them. / Private Law / LL.M

Thesis (doctoral)--Université de Lausanne.

Zugl.: Köln, University, Diss., 2005.

Zugl.: Frankfurt (Oder), Universiẗat, Diss., 2008. / Includes bibliographical references (p. [344]-359) and index.

Zugl.: Berlin, Freie Univ., Diss., 2008/2009 / Includes bibliographical references (p. [305]-329) and index.

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