2nd meeting of Project Team members with consultants: report
On June 9th 2015, the first meeting of Project Team members and consultants took place at the Faculty of Law in Rijeka. Presentations at the meeting were made by three members of the research team, Assoc. Prof. Dionis Jurić, Assoc. Prof. Nataša Žunić Kovačević and Ass. Prof. Vlatka Butorac Malnar, along with seven consultants: Mrs. Sonja Marinac, judge of the Commercial Court of Rijeka – Permanent attendance in Pazin, Assoc. Prof. Dubravka Akšamović of Faculty of Law, University of Osijek, Mrs. Željka Bregeš, Head of the Company Registry at Commercial Court of Zagreb, Mrs. Ika Mohorović, President of the Commercial Court of Rijeka, Mrs. Anja Maras, court counsellor of the Commercial Court of Rijeka, Mr. Damir Brajković, President of the Croatian Chamber of Tax Advisors and Mr. Igor Mucalo, lawyer at Law Office Veršić Marušić.
Several important conclusions, which represent valuable inputs for further research of the team members, were drawn from the discussion on cross-border mobility of companies. First, appropriate legal framework for efficient transfers of company’s seat is still lacking on the EU level. With regards to Croatian law, it was emphasized that there is no legal basis for outbound transfers of company’s seat. Second, transfer of company’s seat is an issue directly related to the issues of tax residence and tax planning in general. Lack of experience with tax systems and tax authorities involved may hinder the acquisition. Against this background, it was noted that a desirable pathway is to develop alternative mechanisms tax dispute resolution. Third, it stems from the CJEU judgments that legal characterisation is of essence in the course of determining international jurisdiction and applicable law under provisions of EU law and national laws. Cross-border issues involving companies may be characterised as matters connected to status, contractual matters or non-contractual liability. On top of that, it must be pointed out that legal characterisation in these disputes must be based on autonomous concepts and may differ from concepts accepted in a particular national legal system. Fourth, the Aer Lingus case is a demonstration of the existent legal gap of the EU Merger Control Regulation, which is as a consequence under revision with a view of capturing cases such as Aer Lingus, i.e. acquisitions of non-controlling minority shareholdings.