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Substantial changes are taking place in the European financial market. This is
partly due to developments in the markets (including the financial crisis of
recent years), and partly due to the changes in the regulatory agenda of the
EU which involves review of several core directives and which also has
resulted in two green papers on corporate governance and the report from the
Reflection Group. The aim of this book is twofold. First, to describe and
analyse some of the most important changes that have emerged in Europe in
recent years, and second, analyse whether more regulatory changes are being
called for.
Focusing on three themes – takeovers, shareholder democracy, and the reshaping
of the framework for the European financial market – in this milestone volume
22 European academics, practitioners, and policymakers describe and analyse
the most important recent changes and emerging trends in the market, its
regulation, and its relation to corporate governance and company law. Among
the issues treated in depth are the following:
-
the need for a reform of the Takeover Directive;
-
disclosure of cash-settled derivatives;
-
disclosure by companies of information on barriers to takeovers;
;
-
the efficiency of the ‘comply and explain’ principle;
-
the enhanced focus on ‘sustainable returns and long-term performance’ in the
Green Paper from 2011;
-
the costs of shareholder activism;
-
winning coalitions versus ownership concentration;
-
legal proceedings brought by shareholders against companies;
-
the principle of shareholder primacy in company law;
-
engaging institutional investors in decision-making processes;
-
hidden ownership and empty voting as a corporate governance challenge;
-
the handling of systemic risk;
-
regulation of the alternative fund industry;
-
balance among fund governance, market governance, and stakeholder governance;
-
the fragmentation of trading venues; and ;
-
pre-IPO trading of shares on private secondary markets.
This very thorough overview will be welcomed by both practitioners and
academics interested in the working and development of the European financial
market.
The Editors
List of Contributors
List of Tables
List of Figures
Chapter 1 Introduction
Hanne S. Birkmose, Mette Neville & Karsten Engsig Sørensen
PART I Rethinking the Market for Corporate Control
Chapter 2 European Takeover Law: The Case for a Neutral Approach
Luca Enriques
Chapter 3 The Directive on Takeover Bids: Unwanted Harmonisation of
Corporate Law
Jesper Lau Hansen
Chapter 4 Cash-Settled Derivatives as a Takeover Instrument and the
Reform of the EU Transparency Directive
Pierre-Henri Conac
Chapter 5 Disclosing Barriers to Takeovers
Karsten Engsig Sørensen
PART II Promoting Shareholder Democracy
Chapter 6 Evolution of Company Law, Corporate Governance Codes and the
Principle of Comply or Explain: A Critical Review
Jan Andersson
Chapter 7 The Transformation of Passive Institutional Investors into
Active Owners: ‘Mission Impossible’?
Hanne S. Birkmose
Chapter 8 The Owners and the Power: An Insight into Shareholder
Actions
Thomas Poulsen & Therese Strand
Chapter 9 Shareholder Suits and Shareholder Democracy
Olav Fr. Perland
Chapter 10 The Principle of Shareholder Primacy in Company Law from a
Nordic and European Regulatory Perspective
Paul Kruger Andersen & Evelyne J.B Sørensen
Chapter 11 Europe’s Corporate Governance Green Paper: Rethinking
Shareholder Engagement
Christoph van der Elst & Erik P.M. Vermeulen
Chapter 12 Shareholder Activism: The Suspicious Shareholder
Mette Neville
PART III A New Framework for the European Financial Market
Chapter 13 Europe’s Financial Regulatory Bodies
Eddy Wymeersch
Chapter 14 The Uncertain Role of Banks’ Corporate Governance in
Systemic Risk Regulation
Peter O. Mulbert & Ryan D. Citlau
Chapter 15 Extending the EU Financial Regulatory Framework to New
Investors and New Markets
Enrico Baffi, Dino Lattuca & Paolo Santella
Chapter 16 Investment Law as Financial Law: From Fund Governance over
Market Governance to Stakeholder Governance?
Dirk Zetzsche
Chapter 17 Regulating Different Trading Venues: The European
Experience Based on MiFID
Nis Jul Clausen & Karsten Engsig Sørensen
Chapter 18 Towards a New Financial Market Segment for High Tech
Companies in Europe
Jose Miguel Mendoza & Erik P.M. Vermeulen
Bibliography