The paper deals with the issue of the compatibility of the Act on Special Powers of the Treasury and Their Exercise in Companies of Special Importance for Public Order or Public Security with the freedom of capital movements in the context of ECJ jurisprudence. The first part of the paper analyses the concept of the freedom of capital movements, as well as the concept of the golden share as a restriction on this freedom, on the basis of individual ECJ judgments. The next part covers legal solutions adopted in the Polish Act, namely its subjective scope, the rights of the Minister of Treasury in companies in which the State Treasury is entitled to a golden share, the nature of these rights, and the institution of Treasury observers. The final part of the paper examines the compatibility of the golden shares model adopted by the Polish legislator with ECJ jurisprudence. In particular, the authors seek to predict what the ECJ would hold if the European Commission were to bring an infringement case against Poland. This analysis deals with the following issues: the Polish Act as a restriction on the freedom of capital movements, the possible justifications of this restriction and the proportionality of the golden shares model adopted by Poland. As their final conclusion, the authors express the view that the Polish provisions governing the State Treasury's golden shares in principle conform with the ECJ's guidelines, although some features of the Polish golden share system can be questioned.

This paper is designed to analyse the effectiveness of tag-along and drag-along arrangements. These are of widespread use in corporate reality, in particular among private companies. And yet, despite their recurrence in normal practice, they have not to date attracted the interest of the legal literature. The paper intends to confirm the validity of three essential intuitions about these arrangements that redefine the ordinary understanding of them. The first is that they constitute ‘anti-opportunism’ mechanisms inasmuch as they are arrangements in principle designed to respond to ex post conflicts of interest between liquidity and stability. They are, then, contractual tools that aim to protect one shareholder from opportunistic behaviour on the part of another in companies where both have made heavy specific investments. These clauses are particularly pertinent in settings such as joint ventures or venture capital companies, which tend to involve such investments. The second intuition is that these arrangements constitute self-defence tools that are, additionally, relatively self-enforceable. Specifically, self-defence adopts the form of a put option in tag-along arrangements or a call option in drag-along arrangements, to the benefit of shareholders exposed to expropriation risk. These tools are relatively self-enforceable because their implementation entails no third-party involvement. The third intuition is that their typical location is that of shareholders' agreements and not by laws, since they define inter-shareholder relations (involving all or some of them) rather than corporate structure or machinery.

The purpose of this paper is to illustrate – in an argumentative style – that once we refrain from the usual neoclassical assumptions and integrate transaction costs, imperfect foresight and bounded rationality into present neoclassical (spot and futures) market theory, we get a more realistic perception of the decentralisation of intertemporal economic decision making. The failure of most futures markets for goods and services is compensated by firms (‘hierarchies’), which are led by entrepreneurs in the sense of Knight (1921) who may be seen as surrogate forward traders of goods and services. We claim that the ‘more realistic assumptions’ of New Institutional Economics, inter alia, provide a better perception of what takes place behind the veil of ‘money and finance’ than neoclassical economics, and why it makes sense to occasionally limit liability and, as a consequence, apply forms of private or public regulation. It might also help to explain some aspects of the financial crisis of 2008.

Corporation tax rates significantly influence the location of foreign direct investment (FDI) as well as company decisions on corporate borrowing, transfer pricing, dividend and royalty payments, and research and development. While direct taxation remains within the competence of individual EU Member States, the European Court of Justice (ECJ) has faced an increasing number of corporation tax-related cases over recent years and its judgments have significantly redrawn the European tax landscape. The present paper reviews and synthesises these ECJ decisions and analyses their implications for the FDI decisions of multinational corporations.