European Company Law in Accelerated Progress, Edited by Steef M. Bartman

by: Steef Bartman

August 2006,  ISBN 9041125299

ISBN 13: 9789041125293

188 pp. Hardcover 

DESCRIPTION

It is commonplace to speak of 'Europe as a major player in the global marketplace. In reality, however, persistent conflicts among the company and securities law regimes of the various Member States continue to hamper the full emergence of the EU as an economic power on a par with the US and China. Progress is under way, however, as this book amply testifies. In the wake of the Financial Services Action Plan (1999) and the Company Law and Corporate Governance Action Plan (2003), a series of EU regulations and ECJ cases has significantly eroded the national barriers to cross-border legal entities within the Union.

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.

TABLE OF CONTENTS

Foreword Chapter

  1. The EC Directive on Takeover Bids: Opting in as a Token of Good Corporate Governance Steef M. Bartman
    • Introduction
    • Primacy of the Shareholders as the Leading Principle
    • Revision after Five Years
    • Opting In and Corporate Governance Requirements
    • Summary and Conclusions Chapter
  2. Reforming United Kingdom Company Law in a European Context: a Long And Winding Road John Birds
    • Background
    • Themes and Features of British Company Law
    • The Process of Reform
    • The Key Areas of Reform Chapter
  3. Corporate Governance Codes: Origins and Perspectives Adriaan F.M. Dorresteijn and Cornelis de Groot
    • I. Introduction
    • Reducing the Costs of the Separation of Ownership and Control
    • Codes and Alternative Legal
    • EU-Codes and EU-Ambitions
    • The Centre of Discussion: The Board of Directors
    • Perspectives. Conclusion Chapter
  4. Company Law Harmonization Reconsidered: What Role for the EC? Luca Enriques
    • Introduction: Toward a General Framework for the Assessment of Harmonization Initiatives in the Company Law Area
    • Rationales for Harmonization
    • Harmonization’s Drawbacks
    • Conclusions Chapter
  5. European Company Law and Conflicts of Interests Loes Lennarts
    • Introduction
    • The Present: What Does European Company Law Do To Regulate Related Party Transactions?
    • Ghosts from the Past: European Rules on Related Party Transactions that Might Have Been
    • The Future: Measures Still to be Implemented
    • Assessment: Is it Enough?
  6. 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
    • Introduction: Companies and Firms
    • The Evolution of Legal Personality
    • The Law and Economics Perspective
    • Decision Rights Strategy and De Facto Management
    • In Summary
  7. Chapter 7 The Golden Mean or a Dead End? The Takeover Directive in a Shareholder versus Stakeholder Perspective Beate Sjåfjell
    • ’The Takeovers Directive is a Failure’
    • Shareholder Primacy, the Stakeholder Approach – And My Perspective
    • Shareholders and Stakeholders in Takeovers
    • The Takeover Directive: What It Does and Does Not Do
    • Shareholder Protection
    • Minority Protection and the Mandatory Bid Rule
    • Stakeholder Protection
    • Protection Beyond the Directive
    • A Golden Mean or a Dead End?
    • References
  8. Chapter 8 ‘Law as a Product’ – Regulatory Competition in the Common Market and the European Private Company Christoph Teichmann
    • Introduction
    • Regulatory Competition – Lessons To Be Drawn From the US-American Experience
    • Corporate Forms Available in the Common Market
    • The European Private Company
    • A look forward: drafting a European statute for SMEs VI. Conclusion
  9. Chapter 9 The SE as a Legal Form for Financial Companies Erik Werlauff
    • General Features of the SE
    • The SE as Corporate Vehicle for Companies in the Financial Sector
    • Overall Conclusion 

Contact us

   Centre for European Company Law, Steenschuur 25, 2311 ES Leiden, The Netherlands       info@cecl.eu 

         Stichting Centre for European Company Law - Amsterdam Chamber of Commerce, Commercial Register No: 59156848