Capital Markets and Company Law

• This book has interdisciplinary appeal, and will be of interest to lawyers, economists and all those with an interest in the corporate world
• A comparative analysis of the difference between the rapidly changing European scene and the more stabilized American situation
• A timely insight into the subject of securities regulation, at a period when many European stock exchanges are moving to an integrated trading platform
• The contributors are some of the leading experts in their fields

Readership: This book has an interdisciplinary appeal, and will be of interest to corporate lawyers, economists, corporate and company law scholars and economics scholars. It will also be of interest to corporate finance specialists, policy makers and business leaders.

Edited by Klaus J Hopt, Director, Max Planck Institute, and Edited by Eddy Wymeersch, Professor of Commercial law, University of Ghent, Belgium

"... timely and significant collection of essays by a distinguished group of international scholars ... Throughout the collection is infused with the symbiosis between company law and the capital markets." - European Business Organization Law Review

"This thought-provoking, insightful, and timely collection gives the reader a uniquely diverse perspective on current research at the highest level. It is highly recommended and deserves a wide readership among company law and capital markets scholars." - European Business Organization Law Review

"The contributions offer a good deal of knowledge and a collection of insights into selected pieces of the cake." - Law Quarterly Review

"... this publication is to be welcomed for its propitious timing. It affords us the opportunity to reflect on recent developments in the United Kingdom against a broader international context." - Law Quarterly Review

1. Facts and Figures
1.1: Christoph Van Der Elst: The Equity Markets, Ownership Structures and Control: Towards an International Harmonisation?
1.2: Stefan Prigge: Recent Developments in the Market for Markets for Financial Instruments
1.3: Marco Becht: European Disclosure for the New Millennium
2. Legal Capital
2.1: Friedrich Kubler: The Rules of Capital Under Pressure of the Securities Markets
2.2: Eilis Ferran: Legal Capital Rules and Modern Securities Markets - The Case for Reform, as Illustrated by the UK Equity Markets
2.3: Marcel Kahan: Legal Capital Rules and the Structure of Corporate Law: Some Observations on the Differences Between European and US Approaches
3. Disclosure and Accounting
3.1: Karel van Hulle: Financial Disclosure and Accounting
3.2: Werner F. Ebke: The Impact of Transparency Regulation on Company Law
3.3: Peter Nobel: Audit Within the Framework of Corporate Governance
4. Corporate Governance and Shareholder Value
4.1: Guido Ferrarini: Shareholder Value and the Modernisation of European Corporate Law
4.2: Paul Davies: Shareholder Value, Company Law and Securities Markets Law: A British View
4.3: Klaus J. Hopt: Corporate Governance in Germany
4.4: Laurent Faugerolas: Impact of the Takeovers and Their Regulation on French Company Law and Practice
4.5: Christian Kirchner: Shareholder Value: A New Standard for Company Conduct
4.6: Michael Blair: Shareholder Value: A New Standard for Company Conduct
5. The Institutional Investor
5.1: Wolfgang Gerke, Matthias Bank. and Max Steiger: The Changing Role of Institutional Investors - A German Perspective
5.2: Jaap W. Winter: Cross-Border Voting in Europe
5.3: Jose M. Garrido and Angel Rojo: Institutional Investors and Corporate Governance: Solution or Problem?
5.4: Jose M. Garrido: Optimism and Pessimism: Complementary Views on the Institutional Investors' Role in Corporate Governance
6. The Corporate Governance Recommendations
6.1: Jonathan Rickford: Do Good Governance Recommendations Change the Rules for the Board of Directors
6.2: Guido Rossi: Do Good Governance Recommendations Change the Rules for the Board of Directors?
6.3: Ben Pettet: Do Good Governance Recommendations Change the Rules for the Board of Directors
6.4: Lutgart Van Den Berghe: Do Good Governance Recommendations Change the Rules for the Board of Directors
7. Conflicts of Interests
7.1: Heinz-Dieter Assmann: The Impact of Insider Trading Rules on Company Law
7.2: Yakov Amihud, Kenneth Garbade, and Marcel Kahan: An Institutional Innovation to Reduce the Agency Costs of Public Corporate Bonds: Changing the Role of the Trustee
7.3: Zohar Goshen: The Impact of Insider Trading Rules on Company Law
8. Groups of Companies
8.1: Eddy Wymeersch: Do We Need a Law on Groups of Companies?
8.2: Peter Hommelhoff: Impact of the Financial Markets on Issues of Group Law?
8.3: Simon Johnson, Rafael La porta, Florencio Lopez de Silanes, and Andrei Shleifer: Tunnelling
8.4: Marcus Lutter: the Impact of Financial Markets on Issues of Group Law
9. Harmonisation of Company law
9.1: Christiaan Timmermans: Harmonisation in the Future of Company Law in Europe
9.2: Uriel Procaccia and Uzi Segal: Thou Shalt Not Sow Thy Vineyard with Divers Seeds? The Case Against the Harmonisation of Private Law
10. Convergence of Divergence
10.1: John C. Coffee Jr.: The Rise of Dispersed Ownership: The Roles of Law and the State in the Separation of Ownership and Control