Federico Maria Mucciarelli

TL;DR: In the E.U., reincorporations are a relatively easy task, since they only shift rules that address the shareholders - board relation, while creditors and other stakeholders are not affected as mentioned in this paper.

TL;DR: The European Court of Justice's landmark decision in Centros was heralded as creating the preconditions for a vibrant market for incorporations in the EU as discussed by the authors, but very few large companies have made use of their ability to subject themselves to the company law of a Member State in which they are not also headquartered, and there are few signs suggesting that a European Delaware will emerge in the near future.

TL;DR: In this article, the authors show that the choice regarding power allocation over bankruptcies in the EU depends on the progress of European integration and is mainly a matter of political legitimacy, not only of efficiency.

TL;DR: In this article, the authors argue that harmonization of the reincorporation process is necessary, and that it is desirable to reach a high minimum standard of creditor and minority shareholders protection.

TL;DR: The European Court of Justice has recently issued a decision on the existence of a general principle of equal treatment of minority shareholders upon a transfer of control as discussed by the authors, which can be inferred from specific specific acts of EU law (such as, among others, the mandatory bid rule provided for by the Takeover Directive).