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

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Listed:
  • Gerner-Beuerle, Carsten
  • Mucciarelli, Frederico M.
  • Schuster, Edmund-Philipp
  • Siems, Mathias

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.

Suggested Citation

  • Gerner-Beuerle, Carsten & Mucciarelli, Frederico M. & Schuster, Edmund-Philipp & Siems, Mathias, 2018. "Why do businesses incorporate in other EU Member States? An empirical analysis of the role of conflict of laws rules," LSE Research Online Documents on Economics 88136, London School of Economics and Political Science, LSE Library.
    • Handle: RePEc:ehl:lserod:88136
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    References listed on IDEAS

    as
    1. Andrei Shleifer & Florencio Lopez-de-Silanes & Rafael La Porta, 2008. "The Economic Consequences of Legal Origins," Journal of Economic Literature, American Economic Association, vol. 46(2), pages 285-332, June.
    2. Siems, Mathias M., 2016. "Varieties of legal systems: towards a new global taxonomy," Journal of Institutional Economics, Cambridge University Press, vol. 12(3), pages 579-602, September.
    3. John Armour, 2005. "Who should make corporate law? EC legislation vs regulatory competition," Working Papers wp307, Centre for Business Research, University of Cambridge.
    4. Zsuzsanna Fluck & Colin Mayer, 2005. "Race to the top or bottom? Corporate governance, freedom of reincorporation and competition in law," Annals of Finance, Springer, vol. 1(4), pages 349-378, October.
    5. Becht, Marco & Mayer, Colin & Wagner, Hannes F., 2008. "Where do firms incorporate? Deregulation and the cost of entry," Journal of Corporate Finance, Elsevier, vol. 14(3), pages 241-256, June.
    6. Tomi Laamanen & Tatu Simula & Sami Torstila, 2012. "Cross-border relocations of headquarters in Europe," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 43(2), pages 187-210, February.
    7. Rainer Winkelmann, 2008. "Econometric Analysis of Count Data," Springer Books, Springer, edition 0, number 978-3-540-78389-3, December.
    8. Reiner Braun & Horst Eidenmüller & Andreas Engert & Lars Hornuf, 2013. "D oes Charter Competition Foster Entrepreneurship? A Difference-in-Difference Approach to European Company Law Reforms," Journal of Common Market Studies, Wiley Blackwell, vol. 51(3), pages 399-415, May.
    9. Colin Mayer & Zsuzsanna Fluck & Department of Finance & Michigan State University, 2005. "Race to the top or bottom? Corporate governance, freedom of reincorporation and competition in law," Economics Series Working Papers 2005-FE-07, University of Oxford, Department of Economics.
    10. Ringe Wolf-Georg, 2013. "Corporate Mobility in the European Union – a Flash in the Pan? An empirical study on the success of lawmaking and regulatory competition:," European Company and Financial Law Review, De Gruyter, vol. 10(2), pages 230-267, June.
    11. Javier Garcia-Bernardo & Jan Fichtner & Eelke M. Heemskerk & Frank W. Takes, 2017. "Uncovering Offshore Financial Centers: Conduits and Sinks in the Global Corporate Ownership Network," Papers 1703.03016, arXiv.org, revised May 2017.
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    More about this item

    Keywords

    Freedom of establishment; Market for incorporations; Corporate mobility; Conflict of laws; Private international law;
    All these keywords.

    JEL classification:

    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • K34 - Law and Economics - - Other Substantive Areas of Law - - - Tax Law
    • L29 - Industrial Organization - - Firm Objectives, Organization, and Behavior - - - Other
    • M13 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Business Administration - - - New Firms; Startups

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