The integration of European--indeed, global--capital markets has been under way for quite some time. However, the adoption of the single European currency crystallises the process, solving many old problems at the same time as it creates new challenges.
In this wide-ranging book, 28 notable practitioners and academics--including economists, regulators, and lawyers--pool their prodigious resources to analyse the current and future issues affecting investment, conduct of business rules, stock exchanges, trading, and company law.
Originally designed as a research project, this finished work was developed from individual research and first drafts through group discussion to a final interconnected achievement. Since the authors met at a conference in Genoa in November 2000 on the initiative of four major European law faculties, a number of pertinent regulatory developments have taken place, notably the Lamfalussy Report and the adoption of various proposals by the European Commission. Analysis of the impact of such recent and ongoing events has been incorporated into this final text.
Among other significant matters affecting capital markets, the authors discuss the following:
conflict of laws issues;
on-line trading;
clearing and settlement systems;
takeovers; and
relevant soft law.
As an authoritative guide to the likely development of investment practices, regulatory measures, and financial and company law in the coming years, this volume is unmatched for its penetrating analysis and prognosis. No investor, company lawyer, or regulator can afford to leave it unexamined.
Preface, List of Contributors, List of Abbreviations
PART I THE INTERNAL MARKET AND INVESTOR
PROTECTION 1 Financial services and the internal market
David O’Keeffe
and Nelius Carey 2 Investor protection and the Treaty: an uneasy
relationship
Niamh Moloney
PART II CONDUCT OF BUSINESS 3 Conduct of business
rules and their implementation in the EU Member States
Michel Tison 4
The sophisticated investor and the ISD
Jane Welch 5 Conduct of
business rules and collective investment schemes
Filippo Annunziata
PART III FINANCIAL SERVICES AND THE INTERNET 6 Trading on-line
and the protection of the consumer
Guido Alpa 7 Is the
E-Commerce Directive the best solution to achieving an integrated internal
market in financial services?
Carlo Biancheri 8 Jurisdiction,
conflicts of law and the Internet
William Blair and David Quest
PART IV EXCHANGE GOVERNANCE 9
Customer-controlled firms: the case of financial exchanges
Carmine Di Noia
10 Different stock exchange interest groups
Susanne Kalss 11
Is governance an issue for plumbers? Preliminary remarks on consolidation of
securities settlement systems
Giovanni Sabatini and Isadora Tarola
PART V TRANSNATIONAL MARKETS 12
Securities regulation and the rise of pan-European securities markets: an
overview
Guido Ferrarini 13 Regulatory implications of an
exchange merger
Susanne Bergsträsser 14 The performance of
European stock exchanges: evidence from listing decisions
Marco Pagano
15 Internationalisation of primary public securities markets revisited
Hal S. Scott 16 Cross-border financial transactions: 25 questions
to consider in making risk management decisions
Andrea M. Corcoran 17
The European Directive of 19 May 1998 on settlement finality in payment and
securities settlement systems
Diego Devos
PART VI CROSS-BORDER TAKEOVERS 18 The
duties of the directors of the target company in hostile takeovers – German
and European perspectives
Klaus J. Hopt 19 Takeovers and
conflicts of law Anton K. Schnyder
20 The 13th Directive on takeover
bids – formation and principles
Philippe Lambrecht
PART VII COMPANY LAW AND
JURISDICTIONAL COMPETITION 21 The use of ICT in company law matters
Eddy Wymeersch 22 Centros and the proper law of companies
Peter
Behrens 23 The Centros case and the rise of an EC market for
corporate law
Francesco Munari and Paolo Terrile 24 Regulatory
competition in European company law – some different genius?
Stefan
Grundmann, Index
