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:
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
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.
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
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
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