Real seat transfer and reincorporation in the EU
The Anton Philips Fund
Center for Company Law
Friday, 5 November 2004
TILBURG UNIVERSITY, THE NETHERLANDS
Speakers
Luca Enriques is Professor of Business Law at Bologna University and a consultant attached
to Cleary, Gottlieb, Steen & Hamilton (Rome)
Peter Essers is Professor of Tax Law, Board Member of Tilburg University’s Center for
Company Law and former Dean of the Law Faculty
Merritt Fox is Professor of Law at Columbia University. Has been faculty Director of the
Center for International and Comparative Law at the University of Michigan Law School
Charles Gustafson is Professor of Law at Georgetown University. Has been active in various
committees on Tax and International Law of the American Bar Association and the American
Law Institute
Daniel Gutmann is Professor of Tax Law at Université Paris-1 Panthéon-Sorbonne
Gerard Hertig is Professor of Law and Economics at the Swiss Federal Institute of
Technology (Zurich)
Harm Jan de Kluiver is Partner at De Brauw Blackstone Westbroek and Professor at Amsterdam
University
Amir Licht is Visiting Professor of Law at the University of California, Berkeley (Boalt
Hall)
Joseph McCahery is Professor of International Business Law at Tilburg University and
Goldschmidt Professor of Corporate Governance at the Solvay Business School (Brussels)
Theo Raaijmakers is Professor of Corporate Law and Director of Tilburg University’s
Center for Company Law
Arie Rijkers is Professor of Tax Law at Tilburg University
Edward Rock is Professor of Law at Pennsylvania University. He also serves as co-director
of the Institute for Law and Economics
Wolfgang Schön is Director of the Munich Max Planck Institute. He has been appointed
Anton Philips Professor for the academic year 2004/2005 at Tilburg University
Bob Wessels is Partner at the law firm Holland Van Gijzen in Rotterdam and Professor of
Commercial Law at Vrije University Amsterdam
Real seat transfer and reincorporation in the EU
Cross-border reorganizations within the European Union are still hampered by a variety of
national corporate, tax law obstacles and other barriers. In response to recommendations
made by the High Level Group of Company Law Experts, the European Commission has
announced, in the context of its May 2003 Action Plan, plans for promulgating new directives
on cross border mergers and seat transfers. Meanwhile the European Court of Justice, in a
series of recent decisions, has firmly establishing the freedom of establishment allowing
firms to locate their seat in one jurisdiction and their activities in another member state
(Centros, Überseering and Inspire Art). Simultaneously the Court is developing new
principles of taxation, in the context of cross-border conflicts, that promise to eliminate
discriminatory consequences of national tax law (Bosal, Hugue de Lastery and the
forthcoming decision in Marks &Spencer).
Facilitating real seat transfers and reincorporations, which has long been the dominant
paradigm in the United States, may allow firms to migrate within the EU from one state to
another, and subject themselves to the corporate, tax and securities laws of the host state.
Allowing Member States to attract reincorporating firms should also create pressure on
national regulators to devise corporate law reforms that meet the interests of a wide range of
firms. This symposium will explore the recently proposed cross-border mergers directive and
other changes in EU level case law to determine whether these changes will be sufficient to
eliminate the obstacles to regulatory arbitrage.
as a consequence of changes in the European corporate and tax law environment. The
competition paradigm in the US will be contrasted to assess the relate benefits of corporate
mobility and whether increased federal intervention in state law is likely to lead to a new
federalized corporate law.
The symposium will conclude with the public oratio of Professor Wolfgang Schön of the
Munich Max Planck Institute who will serve as the Anton Philips Professor for the
2004/2005 academic year.
Friday 5 November 2004
9.00-9.30
Registration and Tea/Coffee
9.30-9.50
Welcome and introduction
Theo Raaijmakers
9.50-11.15
EUROPEAN FRAMEWORK & TOPICAL IMPLICATIONS
Gerard Hertig (Zurich): A la carte options for EU Company Law
Bob Wessels (Rotterdam): Creditor Protection & Bankruptcy
Commentator: Amir Licht (Berkeley)
Chair: Harm Jan de Kluiver (Amsterdam)
11.15-11.30
Tea/Coffee
11.30-13.00
TAX ISSUES
Daniel Gutmann (Sorbonne): Tax issues from the perspective of real
seat systems
Arie Rijkers (Tilburg): Tax issues from the perspective of incorporation
systems
Charles Gustafson (Georgetown): Corporate Inversions: A
Challenge to U.S. Tax Law and Policy
Chair: Peter Essers (Tilburg)
13.00-14.00
Lunch
14.00-15.30
US THEORY & EXPERIENCE IN SEAT TRANSFER AND
REINCORPORATION
Edward Rock (Pennsylvania): US Charter Competition and Taxation
Joseph McCahery (Tilburg): The Contents of Federalism
Luca Enriques (Bologna): EC Company Law and the Fear of a
European Delaware
Commentator: Merritt Fox (Columbia)
Chair: Theo Raaijmakers (Tilburg)
15.30-15.45
CLOSING REMARKS
16.15
PUBLIC ORATIO
Professor Wolfgang Schön, Anton Philips Professor (2004/2005)
"Playing different games? Regulatory Competition in Tax and Company Law
Compared"
Organization
Center for Company Law & Anton Philips Fund
(Tilburg University)
Prof. Joseph McCahery, Prof. Theo Raaijmakers, Prof. Peter Essers and Prof. Eric Kemmeren
Place: Campus Tilburg University
Building A Room 186 Ruth First
Center for Company Law
The Tilburg Center for Company Law combines research in the fields of corporate,
securities, tax, and property and insolvency law. Its current research programme is
concentrated around national, international and European aspects of the ‘firm’, its
various legal forms, financing, governance, reorganization and accounting.
The Anton Philips Fund
The Anton Philips Fund was created on 15 September 2000 by agreement between
Royal Philips Electronics (Netherlands) and Tilburg University. The aim of the Fund is
to support academic research of Tilburg Law School’s Center for Company Law in the
broad areas of comparative corporate governances, tax policy and general commercial
law. At the same time, the Fund supports efforts to build on and strengthen
collaborative relationships between American and European institutions and scholars.
In moving toward this goal, the Fund has created the ‘Anton Philips Fund’. Holders of
the Chair will be appointed from scholars of the highest calibre for the University’s
academic year.
The first Anton Philips Professor was Professor Lucian Bebchuk of Harvard Law
School. Professor Klaus Hopt (Hamburg, Director Max Planck Institute) was appointed
the second Anton Philips Professor. In September 2003 Professor Reinier Kraakman
was named Anton Philips Professor for the academic year 2003/2004. For the current
academic year, Wolfgang Schön (Max Planck Institute Munich) will serve as Anton
Philips Professor.
Since its inception the Fund has sponsored several international conferences.
The Fund is administered by an independent Board, the majority of which is appointed
by Tilburg Law School and the remainder by Royal Philips Electronics. The Board
consists of the following members: Ad Geelhoed (Chairman), Sjoerd Eisma, Peter
Essers, Jan Hommen, Ad der Kinderen, Theo Raaijmakers, Theo Schmit, Frans
Vanistendael, Reinout Vriesendorp, Arie Westerlaken and Eddy Wymeersch.
Enquiries:
Enquiries about registration should be made to Debbie van Gils
Telephone: +31 13 466 2837 Fax: +31 13 466 2323
email: ccl@uvt.nl
website: http://www.tilburguniversity.nl/ccl
Fee:
Participation fee is ¼ $FDGHPLFUDWH¼ There is a special rate for (PhD) students
Prices include conference documentation, lunches and refreshments.
Cancellation:
If you are unable to attend, you are welcome to transfer registration to a colleague.
Please notify the conference organization of this change. Cancellation is possible up to
two weeks prior to the conference. Cancellation received after
that time will be charged as 50% of the participation fee. Only written cancellations are
accepted.
Registration
Please return this form before 1 November to: Debbie van Gils, Tilburg
University, Faculty of Law (Y 424), P.O. Box 90153, 5000 LE Tilburg, The
Netherlands.
Fax: +31 13 466 2323
Full name (incl. titles) --------------------------------------------------------------------------Affiliation ------------------------------------------------------------------------------------------
Address -------------------------------------------------------------------------------------------Town + Postal code -----------------------------------------------------------------------------Country -------------------------------------------------------------------------------------------Phone --------------------------------------- Fax ------------------------------------------------Email ----------------------------------------------------------------------------------------------wishes to participate in the international conference on “Real seat transfer and
reincorporation in the EU”
Credit points:
NoVA:
yes
no
KNB (applied for):
yes
no