At the Crossroads of Company and Insolvency Law

Abstract

Company Law, Insolvency Law, Restructuring Directive ; The article discusses one of the most fundamental aspects of corporate law, namely the interse­ction between company law and insolvency law, with specific regard to the recent EU Directive on Preventive Restructuring (EU 2019/1023, the 'Restructuring Directive' or 'Directive')2. It notes the forthcoming implementation of the Directive in the EU Member States. The key options for implementation of the Directive available to European legislators are introduced, including an option based on company law which, according to the recent LL.D.­dissertation of the co­author, would provide more tools for restructurings than are available under the frame works based on insolvency law. This would create efficient mechanisms in particular for the preventive restructu­ring of solvent companies, but also for the completion of a friendly takeover of a publicly­listed company through a scheme of arrangement under company law. The scheme of arrangement mechanism has also been included in the recently published European Model Company Act. ; Non peer reviewed