International Business and Law in Cross-Border Transactions: A European Perspective

Article excerpt

SATURDAY, JULY 17, 2010

EOTVOS LORAND UNIVERSITY, BUDAPEST, HUNGARY

In July 2010, the International LL.M program in Global Law and Business, held annually at Eotvos Lorand Law Faculty (ELTE), Budapest, Hungary, hosted an innovative academic program on cross-border corporate transactions. The lecture panel featured Professor Menyhard of ELTE, who spoke about "Policy Goals in Harmonizing European Union and Hungarian Company Law" and two other prominent international business lawyers; Richard Thomas of Salans, London, discussed "Mergers and Acquisitions and Emerging Global Norms," and David Dederick, from the local Hungarian office of Weil, Gotshal and Manges, spoke about "Private Equity in Central European Economies."

The event was generously sponsored by LexisNexis[R], Suffolk University Law School's partner in an Intellectual Property Law lecture series every semester held at the Law School in Boston. LexisNexis[R] is a prominent global provider of information and service solutions to the legal and academic markets, and a member of Reed Elsevier, a world leader in online and print publishing in science, technology, medicine and business.

Over 50 international lawyers attended the panel; some of them alumni of the LL.M degree program, and also in attendance were the Ambassador to Hungary for the State of Ecuador and the Public Affairs Counselor from the Embassy of the United States to Hungary, among a number of other dignitaries. A luncheon speaker Peter Rona, a frequent and outspoken Hungarian political commentator, gave a stimulating critique of governmental control of money in the European Union. After the program, the speakers, faculty teaching in the summer degree program, and the participants enjoyed a wine-tasting at a local restaurant, featuring some of the best Hungarian wines, also courtesy of LexisNexis[R].

The event was organized by the Associate Dean for Graduate Law Programs, Professor Stephen Hicks, and the Director of International and Graduate Programs, Bridgett Halay, with the assistance of Professor Joseph Franco, as part of the Office of Graduate and International Programs' global outreach to attorneys, firms, and corporations so as to create opportunities for students through internships and contacts for networking career opportunities generally.

PART I: POLICY GOALS AND BUSINESS RAMIFICATIONS IN HARMONIZING HUNGARIAN AND E.U. BUSINESS LAW

Attila Menyhard, Ph.D *

I. INTRODUCTION

Harmonizing Hungarian and European Union business law presents certain complexities derived from both competing policy goals and practical business ramifications. In order to provide an overview of the harmonization process, I will briefly discuss the content and development of Hungarian company law regulation.

In 1988, the Hungarian legislature was tasked with drafting the first company act. (1) The Act incorporated pre-World War II Hungarian business law, including the Hungarian Commercial Code (HCC), which is based on the German Commercial Code known as the Allgemeines deutsches Handelsgestezbuch of 1861. (2) As such, present Hungarian law follows the structural pattern of German companies and regulations.

II. WHY COMPANY LAW SHOULD BE REGULATED AT THE EUROPEAN LEVEL

The goal of the Regulation Generale, in trying to reduce agency situations in companies, is to align the goal of regulating company law under European legislation to goals of regulating company law in various countries. From a policy standpoint, two justifications support the regulation of company law on a European level:

1. An explicit provision under the Treaty establishing the European Communities facilitates the freedom of establishment, (3) and 2. The promotion of legal certainty in intercommunity legal relations. (4)

However, preventing the Netherlands from becoming the European Delaware is the real aim of European legislation. …