European Union: Shareholders

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Article
Control judicial del nombramiento de experto independiente por el registrador mercantil a los efectos del artículo 353 de la Ley de Sociedades de Capital
¿Puede el registrador mercantil nombrar un experto independiente para valorar participaciones cuando existe controversia sobre la existencia del derecho de separación de un socio? El Tribunal Supremo delimita las competencias del registrador en estos procedimientos y establece cuándo debe suspenderse su actuación.
Spain Commercial
Gómez-Acebo & Pombo
Article
Your Company Car Is Now A Dividend: Cyprus Charges 10% On Its Full Market Value
Cyprus's 2026 tax reform introduces a 10% charge on disguised dividends, targeting previously informal arrangements where shareholders use company assets for private purposes. The charge applies to the full market value of assets like company cars and properties, creating significant tax exposure for owner-managed businesses that were previously operating under unreported arrangements.
Cyprus Tax
CA
CYAUSE Audit Services Ltd
Article
MFSA Revises Regulatory Framework For CFD And Rolling Spot Forex Providers
The Malta Financial Services Authority has introduced significant amendments to its Investment Services Rules affecting firms offering contracts for difference and rolling spot forex contracts. These changes streamline authorisation requirements, align capital thresholds with EU frameworks, and recalibrate governance expectations while removing certain prescriptive obligations that have been superseded by broader European legislation.
Malta Finance
MT
Mamo TCV Advocates
Article
Introducing The Dutch Protective Foundation: A Strategic Shield Against Hostile Takeovers – New York Office Snippet
Dutch listed companies commonly deploy protective foundations as a defensive mechanism against hostile takeovers, granting independent boards the power to rapidly dilute bidder voting control through preference share issuance. This governance tool has gained widespread adoption among Dutch corporations and increasingly appears in international structures, offering companies crucial time to evaluate alternatives while maintaining strategic autonomy.
Netherlands Commercial
LL
Loyens & Loeff
Article
GG Thinks: Liquidation Preferences: Scenes From A Marriage With Portuguese Law
In venture capital transactions, liquidation preferences determine how proceeds are distributed between investors and founders during exits or liquidations. This analysis examines how these common-law mechanisms operate within Portugal's more formalistic corporate law framework, exploring the structural and interpretive challenges that arise when embedding such clauses in bylaws versus shareholder agreements across different liquidity scenarios.
Portugal Commercial
GG
Gama Glória
Article
Q&A For EU Fund Managers Establishing A Luxembourg In-house AIFM
EU fund managers are increasingly opting to establish their own Luxembourg-based licensed entities to manage European private funds, known as authorised alternative investment fund managers (AIFMs). This Q&A addresses the practical considerations and key questions that arise when choosing between an in-house AIFM controlled by the fund manager versus engaging a third-party Luxembourg AIFM.
Luxembourg Finance
LL
Loyens & Loeff
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
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