European Union: Shareholders

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Article
Wenn Der Gesellschafter Zum Prozessfinanzierer Wird: Der BGH Zieht Die Grenzen Der Treuepflicht Neu
Der Bundesgerichtshof hat sich mit der Reichweite der gesellschafterlichen Treuepflicht bei Prozessfinanzierungsvereinbarungen zwischen einer GmbH und einem nahestehenden Gesellschafter befasst. Zugleich wurden grundlegende Anforderungen an die ordnungsgemäße Einberufung von Gesellschafterversammlungen und die Grenzen der Vertretungsmacht nach § 37 Abs. 2 GmbHG bei gesellschafterbeherrschten Vertragspartnern geklärt.
Germany Commercial
PL
PwC Legal Germany
Article
Privilege And Shareholders’ Rights In Ireland
The Irish High Court has addressed a fundamental question about legal advice privilege in corporate law: can a company assert privilege against its own shareholders? This decision examines the controversial 'shareholder rule' and its compatibility with the principle of separate legal personality established in Salomon v Salomon, following the Privy Council's recent rejection of this rule in England and Wales.
Ireland Commercial
WF
William Fry
Article
Interim Dividends Under Maltese Law: When Can They Be Clawed Back?
When a company pays an interim dividend but later discovers it lacked sufficient distributable profits, can those payments be recovered from shareholders? This analysis examines the unique legal position of interim dividends under Maltese company law, exploring the circumstances under which clawback becomes possible and the critical distinction between lawful distributions affected by subsequent misfortune and unlawful payments that should never have been made.
Malta Commercial
GA
Ganado Advocates
Article
Luxembourg Case Law (Lower Court): Share Premium Reductions May Become Subject To (Up To 15%) Luxembourg Dividend Withholding Tax
The Luxembourg Administrative Tribunal has ruled that repayments of share premium to shareholders, without a formal share capital reduction, do not qualify for tax exemption and may be subject to 15% dividend withholding tax. This decision challenges common corporate finance practices and raises important questions about the tax treatment of distributions from equity reserves in Luxembourg.
Luxembourg Tax
TA
Tiberghien
Article
Incorporating A Luxembourg SARL In Cash Without A Bank Account: Now Possible – Luxembourg Introduces Deferred Payment Of Minimum Share Capital
Luxembourg has introduced a new law allowing founders of private limited liability companies (SARLs) to defer the cash payment of the EUR 12,000 minimum share capital for up to 12 months following incorporation. This legislative change addresses the practical challenge of opening bank accounts before incorporation, enabling businesses to launch quickly without immediate funding requirements while maintaining statutory minimum capital safeguards.
Luxembourg Commercial
TA
Tiberghien
Article
Entry Into Force Of The New Law On Deferred Capital Payment For Luxembourg SARLs
Luxembourg's new law allows SARLs to defer payment of the minimum €12,000 share capital for up to 12 months after incorporation, removing a significant barrier to rapid entity formation. The reform introduces governance safeguards including suspended voting rights for unpaid shares and annual disclosure requirements, while maintaining the minimum capital threshold and full subscription requirements.
Luxembourg Commercial
MG
Maples Group
Article
Castrén & Snellman Delivers Series Seed 4.0 – A Generational Overhaul Of Finland’s Standard Seed Financing Documentation
Castrén & Snellman's Private Equity and Venture Capital team has prepared Series Seed 4.0, a comprehensive update to Finland's standard seed financing documentation suite. The new version introduces significant structural improvements including a three-tier leaver classification system, enhanced liability frameworks, and sanctions compliance provisions that align Finnish venture capital practice with international standards.
Finland Commercial
CS
Castren & Snellman Attorneys
Article
Cash Pooling In A Crisis – Directors’ Duties And Liquidity Protection
A crisis at the cash-pool leader does not automatically make cash pooling impermissible. It does, however, materially intensify the review, monitoring and documentation duties of managing directors at the level of each participating company. The key issues are recoverability of the repayment claim, practical access to pooled funds and protection of the company’s own minimum liquidity.
Germany Commercial
RF
Rimon Falkenfort
Article
Validation Orders: Balancing Asset Preservation And Business Continuity
Imagine operating a company, only to find without any warning that the company’s bank accounts have been blocked. The immediate consequence is one of acute disruption and uncertainty. You learn that a winding-up petition has been filed against the company, triggering restrictions that effectively prevent it from carrying out ordinary financial transactions. At that point, a pressing question arises: how is the business expected to continue operating under such constraints?
Cyprus Commercial
EN
Elias Neocleous & Co LLC
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