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Table of Contents<br/>Part I: A Framework for a Modern Company and Takeover Law in Europe: Common Regulatory Issues<br/>1. The Need for a Regulatory Framework:<br/>EU Company Law at the Cross-Roads, Jaap Winter<br/>An Agenda for Reform: Company and Takeover Law in Europe, Gerard Hertig and Joseph A. McCahery<br/>Trusteeship and Conflicts of Interest in Corporate, Banking and Agency Law Toward Common Legal Principles for Intermediaries in the Modern Service-Oriented Society, Klaus J. Hopt<br/>2. Regulation of Corporate Governance, in Particular Disclosure<br/>Disclosure and Corporate Governance: An Overview Essay, Reinier Kraakman<br/>Disclosing Disclosure: Europe s Winding Road to Competitive Standards of Publication of Company-Related Information, Hanno Merkt<br/>3. Modern Company Law-Making<br/>About Techniques of Regulating Companies in the European Union, Eddy Wymeersch<br/>Part II: Corporate Governance: Inside the Corporation<br/>4. Board Structure, in Particular the Role of Non-Executive and Supervisory Directors<br/>Post-Enron Developments in the United Kingdom, Paul Davies<br/>Corporate Scandals Across the Globe: Regulating the Role of the Director, Jennifer Hill<br/>5. The Remuneration of Executive and Non-Executive Directors<br/>Executive Remuneration and Corporate Governance in the EU: Convergence, Divergence, and Reform Perspectives, Guido Ferrarini and Niamh Moloney<br/>Accounting for Share-Based Remuneration, Kimberley Crook<br/>6. The Responsibility of the Management and of the Board and Its Enforcement<br/>The Responsibility of the Management and Its Enforcement, Holger Fleischer<br/>7. The Role of the Shareholder<br/>The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making, Eilís Ferran<br/>8. The Auditors<br/>Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms, John C. Coffee, Jr.<br/>Corporate Governance and Auditor Independence: The Battle of the Private Versus the Public Interest, Werner F. Ebke<br/>Part III: Corporate Governance: The Market for Corporate Control and the Level Playing Field<br/>9. American Experience and EU Perspectives<br/>An American Perspective on Anti-Takeover Laws in the EU: The German Example, Jeffrey N. Gordon<br/>Why Continental European Takeover Law Matters, Allen Ferrell<br/>The Economics of the Proposed European Takeover Directive, Joseph A. McCahery, Luc Renneboog, Peer Ritter, and Sascha Haller<br/>Reciprocity in Takeovers, Marco Becht<br/>10. The Proposed Break-Through Rule<br/>Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be?, John C. Coates IV<br/>Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive?, Peter O. Mülbert<br/>11. Mandatory Bids, Squeeze-Outs and Similar Transactions<br/>Mandatory Bids, Squeeze-Out, Sell-Out and the Dynamics of the Tender Offer Process, Mike Burkart and Fausto Panunzi<br/>The Mandatory Bid Rule in the Proposed EC Takeover Directive: Harmonization as Rent-Seeking?, Luca Enriques<br/>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)<br/>Annex 2: Report of the High Level Group of Company Law Experts on Issues Related to Takeover Bids (10 January 2002)<br/>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)<br/>Cases<br/>Index |