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The European Financial Market in Transition by

The European Financial Market in Transition

Edited by Hanne Søndergaard Birkmose, Mette Neville, Karsten Sorensen


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Substantial changes are taking place in the European financial market. This is partly due to developments in the markets (including the financial crisis of recent years), and partly due to the changes in the regulatory agenda of the EU which involves review of several core directives and which also has resulted in two green papers on corporate governance and the report from the Reflection Group. The aim of this book is twofold. First, to describe and analyse some of the most important changes that have emerged in Europe in recent years, and second, analyse whether more regulatory changes are being called for.

Focusing on three themes – takeovers, shareholder democracy, and the reshaping of the framework for the European financial market – in this milestone volume 22 European academics, practitioners, and policymakers describe and analyse the most important recent changes and emerging trends in the market, its regulation, and its relation to corporate governance and company law. Among the issues treated in depth are the following:

  • the need for a reform of the Takeover Directive;
  • disclosure of cash-settled derivatives;
  • disclosure by companies of information on barriers to takeovers;
  • the efficiency of the ‘comply and explain’ principle;
  • the enhanced focus on ‘sustainable returns and long-term performance’ in the Green Paper from 2011;
  • the costs of shareholder activism;
  • winning coalitions versus ownership concentration;
  • legal proceedings brought by shareholders against companies;
  • the principle of shareholder primacy in company law;
  • engaging institutional investors in decision-making processes;
  • shareholder opportunism;
  • hidden ownership and empty voting as a corporate governance challenge;
  • the handling of systemic risk;
  • regulation of the alternative fund industry;
  • balance among fund governance, market governance, and stakeholder governance;
  • the fragmentation of trading venues; and ;
  • pre-IPO trading of shares on private secondary markets.

This very thorough overview will be welcomed by both practitioners and academics interested in the working and development of the European financial market.

Last Updated 12/15/2011
Update Frequency As Needed
Product Line Kluwer Law International
ISBN 9789041133601
SKU 10059096-0001
Table of Contents

The Editors

List of Contributors

List of Tables

List of Figures

Chapter 1 Introduction Hanne S. Birkmose, Mette Neville & Karsten Engsig Sørensen

PART I Rethinking the Market for Corporate Control

Chapter 2 European Takeover Law: The Case for a Neutral Approach Luca Enriques

Chapter 3 The Directive on Takeover Bids: Unwanted Harmonisation of Corporate Law Jesper Lau Hansen

Chapter 4 Cash-Settled Derivatives as a Takeover Instrument and the Reform of the EU Transparency Directive Pierre-Henri Conac

Chapter 5 Disclosing Barriers to Takeovers Karsten Engsig Sørensen

PART II Promoting Shareholder Democracy

Chapter 6 Evolution of Company Law, Corporate Governance Codes and the Principle of Comply or Explain: A Critical Review Jan Andersson

Chapter 7 The Transformation of Passive Institutional Investors into Active Owners: ‘Mission Impossible’? Hanne S. Birkmose

Chapter 8 The Owners and the Power: An Insight into Shareholder Actions Thomas Poulsen & Therese Strand

Chapter 9 Shareholder Suits and Shareholder Democracy Olav Fr. Perland

Chapter 10 The Principle of Shareholder Primacy in Company Law from a Nordic and European Regulatory Perspective Paul Kruger Andersen & Evelyne J.B Sørensen

Chapter 11 Europe’s Corporate Governance Green Paper: Rethinking Shareholder Engagement Christoph van der Elst & Erik P.M. Vermeulen

Chapter 12 Shareholder Activism: The Suspicious Shareholder Mette Neville

PART III A New Framework for the European Financial Market

Chapter 13 Europe’s Financial Regulatory Bodies Eddy Wymeersch

Chapter 14 The Uncertain Role of Banks’ Corporate Governance in Systemic Risk Regulation Peter O. Mulbert & Ryan D. Citlau

Chapter 15 Extending the EU Financial Regulatory Framework to New Investors and New Markets Enrico Baffi, Dino Lattuca & Paolo Santella

Chapter 16 Investment Law as Financial Law: From Fund Governance over Market Governance to Stakeholder Governance? Dirk Zetzsche

Chapter 17 Regulating Different Trading Venues: The European Experience Based on MiFID Nis Jul Clausen & Karsten Engsig Sørensen

Chapter 18 Towards a New Financial Market Segment for High Tech Companies in Europe Jose Miguel Mendoza & Erik P.M. Vermeulen