Reforming Company and Takeover Law in Europe. ISBN 9780199273805 from Practitioner Books

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.

PART I: A FRAMEWORK FOR A MODERN COMPANY AND TAKEOVER LAW IN EUROPE: COMMON REGULATORY ISSUES ; 1. The Need for a Regulatory Framework: ; EU Company Law at the Cross-Roads ; An Agenda for Reform: Company and Takeover Law in Europe ; 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 ; Disclosure and Corporate Governance: An Overview Essay ; Disclosing Disclosure: Europe's Winding Road to Competitive Standards of Publication of Company-Related Information ; 3. Modern Company Law-Making ; 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 ; Post-Enron Developments in the United Kingdom ; Corporate Scandals Across the Globe: Regulating the Role of the Director ; 5. The Remuneration of Executive and Non-Executive Directors ; Executive Remuneration and Corporate Governance in the EU: Convergence, Divergence, and Reform Perspectives ; Accounting for Share-Based Remuneration ; 6. The Responsibility of the Management and of the Board and Its Enforcement ; The Responsibility of the Management and Its Enforcement ; 7. The Role of the Shareholder ; The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making ; 8. The Auditors ; Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms ; 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 ; An American Perspective on Anti-Takeover Laws in the EU: The German Example ; Why Continental European Takeover Law Matters ; The Economics of the Proposed European Takeover Directive ; Reciprocity in Takeovers ; 10. The Proposed Break-Through Rule ; Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be? ; 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 ; Mandatory Bids, Squeeze-Out, Sell-Out and the Dynamics of the Tender Offer Process ; 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

Author(s)	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.), 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).
Publisher	Oxford University Press
ISBN	9780199273805
Format	Hardback
Pages	1132
Published in	United Kingdom
Published	3 Jun 2004
Availability	Available

Reforming Company and Takeover Law in Europe

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