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Why do businesses incorporate in other EU Member States? An empirical analysis of the role of conflict of laws rules.

Gerner-Beuerle, Carsten and Mucciarelli, Federico M. and Schuster, Edmund and Siems, Mathias (2018) 'Why do businesses incorporate in other EU Member States? An empirical analysis of the role of conflict of laws rules.', International review of law and economics., 56 . pp. 14-27.

Abstract

Research in law, political science and economics has taken a strong interest in the way companies strategically incorporate in foreign jurisdictions. However, the empirical research about corporate mobility in the EU has so far been limited in two respects: it has focused on the analysis of foreign companies in the UK and it has mainly been concerned with differences in the costs of incorporation such as minimum capital requirements. This paper aims to fill these gaps. It is the first paper that presents data on incorporations of foreign businesses in the commercial registers of each EU Member State. It is also the first one to assess the impact of differences in the conflict of laws rules applicable to companies as they reflect the case law of the Court of Justice on the freedom of establishment. It finds that countries which have a clear-cut version of the ‘incorporation theory’ attract more incorporations than countries which have retained elements of the ‘real seat theory’. The paper also discusses the policy implications from these findings for EU harmonisation in this field.

Item Type:Article
Full text:Publisher-imposed embargo until 29 May 2020.
(AM) Accepted Manuscript
First Live Deposit - 01 June 2018
Available under License - Creative Commons Attribution Non-commercial No Derivatives.
File format - PDF
(1096Kb)
Status:Peer-reviewed
Publisher Web site:https://doi.org/10.1016/j.irle.2018.05.002
Publisher statement:© 2018 This manuscript version is made available under the CC-BY-NC-ND 4.0 license http://creativecommons.org/licenses/by-nc-nd/4.0/
Record Created:01 Jun 2018 09:43
Last Modified:01 Jun 2018 14:26

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