European Company Law (2^nd Ed., Revised edition)

Taking a text, cases and materials approach, de Luca's successful textbook remains the only offering for students of European company law, and has been thoroughly updated in this new edition. Chapters have been expanded to cover the latest legislation and directives on cross-border mergers, the use of digital tools, and cross-border insolvency, while figures and graphs have been introduced to help illustrate complex processes and relationships. Clearly differentiated explanatory textboxes from the first edition have been revised, and allow students to quickly identify sources such as EU legislation, official documents and excerpts from scholarly papers. The book explores a diverse range of topics, from what European company law is, to the structure of the Societas Europaea Statute, capital markets and takeover law. It continues to be an essential resource for the growing number of graduate courses in European company law, European business law, and comparative corporate law.

Part I. The Origins and Future of European Company Law; 1. TFEU Provisions on Company Law; 2. The Company Law Directives; 3. Uniform Company Law; 4. Simplifying and Modernising European Company Law; Part II. The Right of Establishment; 5. Primary Establishment in CJEU Case Law; 6. Secondary Establishment in CJEU Case Law; 7. New Legislative Trends; Part III. Formation; 8. The Setting Up of a New Company; 9. The Formation of a Societas Europaea; Part IV. Finance and Accounts; 10. Legal Capital and Capital Formation; 11. Capital Maintenance; 12. Annual and Consolidated Accounts; Part V. Corporate Governance; 13. Corporate Governance; 14. Management and Control; 15. General Meeting; 16. Protection of Minorities and Equal Treatment of Shareholders (I); Part VI. Capital Markets and Takeover Regulation; 17. Capital Markets; 18. Takeover Regulation; Part VII. Merger, Division, Dissolution and Insolvency; 19. Merger and Division; 20. Dissolution and Insolvency.

Nicola de Luca is Full Professor of Law at Vanvitelli University, Naples and Luiss Guido Carli, Rome. His research and teaching interests include company law, insurance law, mergers and acquisitions, shareholders' relations and comparative corporate governance. He has previously been a visiting scholar at Yale University, the University of Heidelberg and Goethe University of Frankfurt. He has authored four monographs, a handbook on company law, a treatise, and numerous articles and case notes.