Naslov
Zlatne dionice i sloboda kretanja kapitala u Europskoj uniji
(Golden shares and free movement of capital in the European Union)

Autori
Rodin, Siniša

Vrsta, podvrsta i kategorija rada
Poglavlja u knjigama, znanstveni

Knjiga
Liber amicorum Mihajlo Dika : zbornik radova u čast 70. rođendana prof. dr. sc. Mihajla Dike

Urednik/ci
Uzelac, Alan ; Garašić, Jasnica ; Maganić, Aleksandra

Izdavač
Pravni fakultet Sveučilišta u Zagrebu

Grad
Zagreb

Godina
2013

Raspon stranica
783-802

ISBN
978-953-270-078-7

Ključne riječi
Europska unija, zlatne dionice, sloboda kretanja kapitala
(European Union, golden shares, free movement, capital)

Sažetak
Golden shares are one of the corporate control enhancement mechanisms (CEMs). According to a study, golden shares are defined as "…priority shares issued for the benefit of governmental authorities. Golden shares confer special rights used by national or local governments or government controlled vehicles to maintain control in privatized companies by granting them rights that go beyond those associated with normal shareholding. They enable governments i.a. to block takeovers, limit voting rights and/or veto management decisions." The same source established that between 58% and 92% of investors take the presence of CEMs into account when making investment decisions. Also, 80% of investors would expect discounts on share price of companies that have introduced some kind of a CEM. Both, European Commission and the Court of Justice of the EU maintain that golden shares and similar CEMs create obstacles to free movement of capital and represent an infringement of Art. 63 TFEU. The mantra repeatedly uttered by the Court is that national measures that hinder or make less attractive the exercise of fundamental freedoms guaranteed by the Treaty are illegal unless they fulfill four conditions: they must be applied in a non- discriminatory manner, must be justified by imperative requirements in the general interest, must be suitable for securing the attainment of the objective that they pursue and they must not go beyond what is necessary in order to attain it. Imperative requirements of public interest are indicated in Art. 65 TFEU and include specific ones, such as interests of taxation, prudential supervision, statistical purposes, or general ones, namely – public policy and public security. However, other conditions being met, the Court is prepared to accept other important national interests as justifications. Having said this, I will proceed in the following way. First, I will explain why the Court of Justice considers golden shares to be within scope of Art. 63 TFEU. Second, I will show that the Court entertains a restrictive approach to justification of national measures. Third, I will discuss recent developments within the ambit of the so-called Volkswagen saga. Finally I will indicate some issues for further discussion. Since the early case golden share case law has been extensively discussed, including in the Fordham Law Review, I will, therefore, restrict my analysis to more recent cases related to national restrictions of free movement of capital that fall within the broad definition of golden shares.

Izvorni jezik
Engleski

Znanstvena područja
Pravo

Napomena
Na nasl. str. i nadnasl.: Djelotvorna pravna zaštita u pravičnom postupku : pravosudne transformacije na jugu Europe

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