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.
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
