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European Company Law In Accelerated Progress
European Company Law In Accelerated Progress
The authors of these nine essays leading academics from Denmark, Germany, Italy, The Netherlands, Norway and the UK acknowledge and analyze this progress. Most demonstrate why they think further regulatory harmonization is essential, although some warn of potential dangers and pitfalls along the way. All in all, European Company Law in Accelerated Progress is a powerfully thought-provoking contribution to an important debate. Among the issues that arise are the following:
- shareholders rights;
- cross-border voting;
- corporate governance;
- disclosure; corporate restructuring;
- conflicts of interest;
- equity capital provision; and
- shareholders versus stakeholders.
As an penetrating evaluation of the EUs capability to improve its corporate regulatory infrastructure and thereby attract more investors and business activities within its territory as a whole, this book offers securely grounded and valuable insights to all those interested in the field, from economic policymakers at every level of government to business persons and their counsel.
Most of the essays here presented were originally delivered as papers at a conference organized by the Centre for European Company Law in Leiden, The Netherlands, in September 2005. The lectures are here offered in an updated and more elaborate form.
Foreword Chapter 1 The EC Directive on Takeover Bids: Opting in as a Token of Good Corporate Governance Steef M. Bartman I. Introduction II. Primacy of the Shareholders as the Leading Principle III. Revision after Five Years IV. Opting In and Corporate Governance Requirements V. Summary and Conclusions Chapter 2 Reforming United Kingdom Company Law in a European Context: a Long And Winding Road John Birds I. Background II. Themes and Features of British Company Law III. The Process of Reform IV . The Key Areas of Reform Chapter 3 Corporate Governance Codes: Origins and Perspectives Adriaan F.M. Dorresteijn and Cornelis de Groot I. Introduction II. Reducing the Costs of the Separation of Ownership and Control III. Codes and Alternative Legal IV. EU-Codes and EU-Ambitions V. The Centre of Discussion: The Board of Directors VI. Perspectives VII . Conclusion Chapter 4 Company Law Harmonization Reconsidered: What Role for the EC? Luca Enriques I. Introduction: Toward a General Framework for the Assessment of Harmonization Initiatives in the Company Law Area II. Rationales for Harmonization III. Harmonization’s Drawbacks IV. Conclusions Chapter 5 European Company Law and Conflicts of Interests Loes Lennarts I. Introduction II . The Present: What Does European Company Law Do To Regulate Related Party Transactions? III. Ghosts from the Past: European Rules on Related Party Transactions that Might Have Been IV. The Future: Measures Still to be Implemented V. Assessment: Is it Enough? Chapter 6 The Provision of Equity Capital to Companies and Partnerships: A Comparison between the Law and Economics and the Comparative European Law Perspectives Christiaan A. Schwarz I. Introduction: Companies and Firms II. The Evolution of Legal Personality III. The Law and Economics Perspective IV. Decision Rights Strategy and De Facto Management V. In Summary Chapter 7 The Golden Mean or a Dead End? The Takeover Directive in a Shareholder versus Stakeholder Perspective Beate Sjåfjell I. ‘The Takeovers Directive is a Failure’ II. Shareholder Primacy, the Stakeholder Approach – And My Perspective III. Shareholders and Stakeholders in Takeovers IV. The Takeover Directive: What It Does and Does Not Do V. Shareholder Protection VI. Minority Protection and the Mandatory Bid Rule VII. Stakeholder Protection VIII. Protection Beyond the Directive IX. A Golden Mean or a Dead End? X. References Chapter 8 ‘Law as a Product’ – Regulatory Competition in the Common Market and the European Private Company Christoph Teichmann I. Introduction II. Regulatory Competition – Lessons To Be Drawn From the US-American Experience III. Corporate Forms Available in the Common Market IV. The European Private Company V. A look forward: drafting a European statute for SMEs VI. Conclusion Chapter 9 The SE as a Legal Form for Financial Companies Erik Werlauff I. General Features of the SE II. The SE as Corporate Vehicle for Companies in the Financial Sector III. Overall Conclusion