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Reforming Company and Takeover Law in Europe
Edited by Guido Ferrarini, Klaus J. Hopt, Jaap Winter, and Eddy Wymeersch
1,132 pages
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numerous graphs, tables and line drawings
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234x156mm
978-0-19-927380-5
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Hardback
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03 June 2004
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- Examines takeover law provisions in the new European 13th directive
- Provides full text and comprehensive commentary on the European Commission company law action plan
- Covers corporate and takeover practice
This book examines reforms in company and takeover law, crucial to modern business and economics. Reform activity is underway in the UK, Germany, France, Italy, and most other member States of the European Union. In addition, the EU is developing its own rules and reform plans. The European 13th directive was enacted in December 2003- this requires modifications of member State takeover law. The European Commission has outlined the company law action plan which will lead to important directives from 2004 to 2010. This book is the first to deal comprehensively with both the 13th directive and the EU company law action plan, providing commentary on the action plan, and critically
assessing what the future may hold. The takeover law provisions in the 13th directive, including the 'break-through' rule and the controversial level playing field for takeover activities amongst European member states and between them and the United States are examined.
The contributions also address a wide range of topical issues including corporate disclosure, board structure, the role of non-executive and supervisory directors, remuneration of directors, responsibility of the management and the board, personal liability of board members, auditors, and conflicts of interest.
The company law action plan and the two reports of the High Level Group of Company Law Experts upon which the plan was based are reproduced in full in a useful
annex.Readership: Corporate lawyers, economists, EU, corporate, and company law scholars and economics scholars, also corporate finance specialists, policy makers, and business leaders.
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Edited by Guido Ferrarini, Professor of Law at the University of Genoa and Director of the Centre for Law and Finance, Klaus J. Hopt, Professor of Law and Director of the Max Planck Institute for Foreign Private and Private International Law, Hamburg, Jaap Winter, Partner at the Dutch law firm De Brauw Blackstone Westbroek and Professor of International Company Law, Erasmus University, Rotterdam., and Eddy Wymeersch, Chairman of the Banking Finance and Insurance Commission, Belgium; cochair of the CESR-ECB, working on clearing and settlement; member of the Committees of European Securities Regulators (CESR), and Part time Professor of Commercial Law, University of
Ghent Contributors:
Marco Becht
Mike Burkart
John C. Coates IV
John C. Coffee, Jr.
Kimberley Crook
Paul Davies
Werner F. Ebke
Luca Enriques
Eilís Ferran
Guido Ferrarini
Allen Ferrell
Holger Fleischer
Jeffrey N. Gordon
Sascha Haller
Gerard Hertig
Jennifer Hill
Klaus J. Hopt
Reinier Kraakman
Joseph A. McCahery
Hanno Merkt
Niamh Moloney
Peter O. Mülbert
Fausto Panunzi
Luc Renneboog
Peer Ritter
Jaap Winter
Eddy Wymeersch
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"the book achieves that purpose, often offering valuable insights and views from those close to the reforms... there are many useful essays in the book." - James A. Fanto, Brooklyn Law School
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Part I: A Framework for a Modern Company and Takeover Law in Europe: Common Regulatory Issues
1: The Need for a Regulatory Framework:
Jaap Winter: EU Company Law at the Cross-Roads
Gerard Hertig and Joseph A. McCahery: An Agenda for Reform: Company and Takeover Law in Europe
Klaus J. Hopt: Trusteeship and Conflicts of Interest in Corporate, Banking and Agency Law Toward Common Legal Principles for Intermediaries in the Modern Service-Oriented Society
2: Regulation of Corporate Governance, in Particular Disclosure
Reinier Kraakman: Disclosure and Corporate Governance: An Overview Essay
Hanno Merkt: Disclosing Disclosure: Europe's Winding Road to Competitive Standards of Publication of Company-Related Information
3: Modern Company Law-Making
Eddy Wymeersch: About Techniques of Regulating Companies in the European Union
Part II: Corporate Governance: Inside the Corporation
4: Board Structure, in Particular the Role of Non-Executive and Supervisory Directors
Paul Davies: Post-Enron Developments in the United Kingdom
Jennifer Hill: Corporate Scandals Across the Globe: Regulating the Role of the Director
5: The Remuneration of Executive and Non-Executive Directors
Guido Ferrarini and Niamh Moloney: Executive Remuneration and Corporate Governance in the EU: Convergence, Divergence, and Reform Perspectives
Kimberley Crook: Accounting for Share-Based Remuneration
6: The Responsibility of the Management and of the Board and Its Enforcement
Holger Fleischer: The Responsibility of the Management and Its Enforcement
7: The Role of the Shareholder
Eilís Ferran: The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making
8: The Auditors
John C. Coffee, Jr.: Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms
Werner F. Ebke: Corporate Governance and Auditor Independence: The Battle of the Private Versus the Public Interest
Part III: Corporate Governance: The Market for Corporate Control and the Level Playing Field
9: American Experience and EU Perspectives
Jeffrey N. Gordon: An American Perspective on Anti-Takeover Laws in the EU: The German Example
Allen Ferrell: Why Continental European Takeover Law Matters
Joseph A. McCahery, Luc Renneboog, Peer Ritter, and Sascha Haller: The Economics of the Proposed European Takeover Directive
Marco Becht: Reciprocity in Takeovers
10: The Proposed Break-Through Rule
John C. Coates IV: Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be?
Peter O. Mülbert: Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive?
11: Mandatory Bids, Squeeze-Outs and Similar Transactions
Mike Burkart and Fausto Panunzi: Mandatory Bids, Squeeze-Out, Sell-Out and the Dynamics of the Tender Offer Process
Luca Enriques: The Mandatory Bid Rule in the Proposed EC Takeover Directive: Harmonization as Rent-Seeking?
Annex 1: Commission of the European Communities Modernising Company Law and Enhancing Corporate Governance in the European Union A Plan to Move Forward (21 May 2003)
Annex 2: Report of the High Level Group of Company Law Experts on Issues Related to Takeover Bids (10 January 2002)
Annex 3: Report of the High Level Group of Company Law Experts on a Modern Regulatory Framework for Company Law in Europe (4 November 2002)
Cases
Index
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The specification in this catalogue, including without limitation price, format, extent, number of illustrations, and month of publication, was as accurate as possible at the time the catalogue was compiled. Occasionally, due to the nature of some contractual restrictions, we are unable to ship a specific product to a particular territory. Jacket images are provisional and liable to change before publication.
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