Book contents
- Corporate Groups and Shadow Business Practices
- Corporate Groups and Shadow Business Practices
- Copyright page
- Dedication
- Contents
- Foreword
- Preface
- Part I Setting the Scene
- Part II The Emergence of Group Complexity
- Part III Decomposing Corporate Groups
- Part IV Deficiencies of Formal Approaches to Group Transparency in EU Law
- 7 The Partly Transparent Corporate Group under Accounting Law Principles of Consolidated Accounts
- 8 The Contribution of Company Law to Group Transparency
- 9 Uncovering Decoupling Techniques
- 10 Intermediate Results
- Part V Systems Approach as a More Comprehensive Concept toward Group Transparency
- Part VI Results
- Bibliography
- Index
9 - Uncovering Decoupling Techniques
The Contribution of Securities Law
from Part IV - Deficiencies of Formal Approaches to Group Transparency in EU Law
Published online by Cambridge University Press: 04 May 2022
- Corporate Groups and Shadow Business Practices
- Corporate Groups and Shadow Business Practices
- Copyright page
- Dedication
- Contents
- Foreword
- Preface
- Part I Setting the Scene
- Part II The Emergence of Group Complexity
- Part III Decomposing Corporate Groups
- Part IV Deficiencies of Formal Approaches to Group Transparency in EU Law
- 7 The Partly Transparent Corporate Group under Accounting Law Principles of Consolidated Accounts
- 8 The Contribution of Company Law to Group Transparency
- 9 Uncovering Decoupling Techniques
- 10 Intermediate Results
- Part V Systems Approach as a More Comprehensive Concept toward Group Transparency
- Part VI Results
- Bibliography
- Index
Summary
The amended notification regime for major holdings (Transparency Directive 2013/50/EU) is analyzed in this chapter. It is questioned whether this regime successfully targets hidden control structures or whether the emergence of alternative modes of control in group structures once again challenges the scope of major holding disclosure. The 2013 Directive introduced several new provisions of which financial instruments should be included when calculating the different thresholds for notification of major holdings of shares in companies. The chapter analyzes and discusses different types of holdings, including contract rights related to shareholdings, and how they should be aggregated under the Transparency Directives (horizontal aggregation). It furthermore discusses the extent to which a parent company’s holdings should be aggregated with holdings held by affiliated entities (vertical aggregation). The chapter concludes with reflections on a mismatch between horizontal and vertical aggregation, which potentially can be used to circumvent the disclosure of major holdings and thereby to facilitate “shadow business.”
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- Corporate Groups and Shadow Business Practices , pp. 216 - 256Publisher: Cambridge University PressPrint publication year: 2022