Corporate Migration and its Implications for the Protection of Creditors - Recent Developments in the Case Law of the European Court of Justice
This thesis addresses the correlation between creditor protection and thecross-border seat transfer of companies in the light of the case law of the European Court of Justice concerning the freedom of establishment of undertakings. 
After the restrictive outcome of Daily Mail, the judgment of the European Court of Justice in Centros took the legal community by surprise. The following cases of Uberseering and Inspire Art intensified the ensuing debate 
even further. The issues brought up as possible consequences of the free choice of applicable company law included, in particular, concerns regarding the circumvention of national provisions for protecting creditors as well as a potential "race to the bottom". 
 
The central theme of this thesis is to which extent the state of creditor protection resulting from these cases was modified by the subsequent cases of SEVIC Systems, Cartesio and VALE. 
In order to answer this question, the abovementioned cases are analysed with respect to their relevance for the protection of creditors. Subsequently, the current situation of creditor protection based on the case law is assessed, focussing on certain issues, which arose during the previous analysis. 
 
Regarding a minimum capital requirement, the result is reached that it may help to increase the degree of protection, but does not provide a cure-all solution. Furthermore, a distinction is drawn between the legislation for creditor protection and the area of responsibility of the creditor. 
The disclosure obligation imposed on the company in Inspire Art is found to miss the point. In this area, the Eleventh Council Directive provides a certain degree of harmonisation. 
Concerning the issue of "vanishing" companies as caused by Cartesio, the judgment in VALE could provide a solution, if the Court decides to follow the Advocate General’s opinion. 
 
Furthermore, the occurrence of a "race to the bottom" with respect to creditor protection is found to be unlikely. 
 
Accordingly, this thesis establishes that the case law of the European Court of Justice regarding corporate migration has various implications for the protection of creditors. Yet, some of them are found to have a lesser effect than anticipated. 
A higher degree of harmonisation would be desirable, so that consumers and other small creditors are enabled to comprehend the system and to take their decisions consciously.
Will There Ever Be a Delaware of Europe
The European Union (EU) does not yet have the U.S. equivalent of Delaware; that is, the EU does not yet have a place where it is fairly common to incorporate, regardless of where business is done. Recently, there has been much debate among European states (and legal scholars) in the corporate law field regarding the possible emergence of a "Delaware of Europe." Some European countries have overtly fought a trend towards this possibility by passing local laws that make it difficult to establish a branch or subsidiary company in a location outside the country of origin. In response, the European Court of Justice (ECJ) has heard several cases that have progressively limited the ability of individual countries to restrict the establishment of companies, agencies, branches, and subsidiaries in other European countries. On September 30, 2003, the ECJ delivered its latest blow to countries that have put in place prohibitive regulations regarding incorporation with its decision in the case Inspire Art. This judgment is consistent with the ECJ's jurisprudence on the matter of corporate headquarters and subsidiaries, beginning with Daily Mail, continuing with Centros, and peaking with Uberseering. Daily Mail pertained to a so-called "outbound" case, and Uberseering and Centros dealt with so-called "inbound" cases. All three cases were decided in the context of "freedom of establishment" from Article 43, paragraph 1, of the European Community Treaty (hereinafter EC), which, read together with Articles 46 and 48 EC, grants great leeway to European corporations that want to move about within the Community. In this short Case Note and Commentary, we will analyze the development of the ECJ case law as it led to the development of the 2003 ECJ decision Inspire Art. In so doing, we shall review the underlying theories and principles that govern the different legal treatments of European companies when they choose to establish subsidiaries or branches in other European countries.
La inseguridad jurídica en normas de contratación estatal
It is established by different studies that the issue of government procurement has been marred by several factors, the test objective to publicize these factors, we take as starting point the constant conflict between the branches of government to try and organize this subject; will collect and analyze diverse regulatory and case material in order to achieve evidence and demonstrate the different concepts of constant change that produces excessive regulation of the subject procurement and is in turn causing rapid changes that result in legal uncertainty for our law on the Contract Status.