Reforming Company and Takeover Law in Europe
- Oxford Oxford University Press 2004
- 1104p xix
Table of Contents 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, Jaap Winter An Agenda for Reform: Company and Takeover Law in Europe, Gerard Hertig and Joseph A. McCahery 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 2. Regulation of Corporate Governance, in Particular Disclosure Disclosure and Corporate Governance: An Overview Essay, Reinier Kraakman Disclosing Disclosure: Europe s Winding Road to Competitive Standards of Publication of Company-Related Information, Hanno Merkt 3. Modern Company Law-Making About Techniques of Regulating Companies in the European Union, Eddy Wymeersch 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, Paul Davies Corporate Scandals Across the Globe: Regulating the Role of the Director, Jennifer Hill 5. The Remuneration of Executive and Non-Executive Directors Executive Remuneration and Corporate Governance in the EU: Convergence, Divergence, and Reform Perspectives, Guido Ferrarini and Niamh Moloney Accounting for Share-Based Remuneration, Kimberley Crook 6. The Responsibility of the Management and of the Board and Its Enforcement The Responsibility of the Management and Its Enforcement, Holger Fleischer 7. The Role of the Shareholder The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making, Eilís Ferran 8. The Auditors Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms, John C. Coffee, Jr. Corporate Governance and Auditor Independence: The Battle of the Private Versus the Public Interest, Werner F. Ebke 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, Jeffrey N. Gordon Why Continental European Takeover Law Matters, Allen Ferrell The Economics of the Proposed European Takeover Directive, Joseph A. McCahery, Luc Renneboog, Peer Ritter, and Sascha Haller Reciprocity in Takeovers, Marco Becht 10. The Proposed Break-Through Rule Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be?, John C. Coates IV Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive?, Peter O. Mülbert 11. Mandatory Bids, Squeeze-Outs and Similar Transactions Mandatory Bids, Squeeze-Out, Sell-Out and the Dynamics of the Tender Offer Process, Mike Burkart and Fausto Panunzi The Mandatory Bid Rule in the Proposed EC Takeover Directive: Harmonization as Rent-Seeking?, Luca Enriques 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
9780199273805
1. Corporation Law - European Union Countries2. Corporate Governance - Law & Legislation 3. Consolidation & Merger Of Corporations - Law & Legislation