Centros, Uberseering and beyond: a European recipe for corporate migration: Part 2

This, the second part of a series of articles on the cross border migration of companies, examines the practical implications of the Advocate General's Opinion and the European Court of Justice's decision in Uberseering BV v NCC Nordic Construction Co Baumanagement GmbH (C-208/00), concerning the validity of the "real seat" doctrine to determine a company's legal standing and its compatibility with the right to freedom of establishment under the EC Treaty Arts.43 and 48. Notes the background to the case, including the court's decision in Centros Ltd v Erhvervs-og Selskabsstyrelsen (C-212/97), its practical consequences for mandatory national rules of company law and its scope for establishing a market for migratory incorporations in the EC (the Delaware effect). Comments on possible solutions which would ensure legal certainty, such as a harmonised EC company law.