A Legal Options Approach to EC Company Law

Hertig, Gerard; McCahery, J.A.

doi:10.1093/acprof:oso/9780199202911.003.0004

“…With this, a study of European company law necessarily has to take into consideration not only the impact of different localities and the types of norm-production emerging in European-wide rules and standards, but also the persisting patterns of political opposition to reform. 108 The German rules governing worker participation in business corporations remain, in this respect, a notorious example of a regime deeply embedded in the governance debate. This debate started long before the well-known cases of corporate mis-management, fraud and accounting manipulation within and around Enron.…”

Section: The Ephemeral 'Double Movement' In the Ecmr And The Ecgrmentioning

confidence: 99%

Corporate governance, capital market regulation and the challenge of disembedded markets

Zumbansen¹

2011

Corporate Governance and the Global Financial Crisis

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Long before the current financial and economic crisis, corporate governance and securities regulation had become part of one of the most interesting and dynamic regulatory areas in law and policy making today. Both areas had been undergoing dramatic transformations over the past 30-40 years, which saw a global expansion of capital markets and a deep-running 'financialisation' of the corporation. Around the world governments saw themselves challenged to adapt their regulatory apparatus to the whims and hues of nervous investors with global sensitivities. Meanwhile, scholars in law, economics, but also political science and sociology fiercely debated whether what was unfolding constituted a worldwide convergence around a corporate governance philosophy that placed the shareholder at the centre or whether we would continue to have different, divergent corporate governance systems around the world. Today's crisis-responses appear to be primarily designed to 'fix the excesses' of the past decades, rather than driven by an interest to connect the present efforts at regulation with the earlier convergence vs. divergence debates, which themselves built on much older critiques of the embeddedness of the firm and the political economy context of corporate activity. The paper contends that the sustainability of future corporate governance and securities regulation depends on the effort to critically examine both areas in the context of a larger inquiry into the goals and challenges of market regulation.

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The End of History for the Board Neutrality Rule in the EU

Mukwiri

¹

2019

Eur Bus Org Law Rev

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This paper argues that the failed attempt to introduce a mandatory board neutrality rule into EU takeover law was an object lesson that it is difficult to enact rules that are contrary to the corporate law cultures of the majority of the Member States. It provides an account of key factors that prevented enacting a mandatory board neutrality rule in the EU: varying takeover laws and practices; conflicting management and shareholder interests; divide between exhaustive and minimum harmonisation; and varying market orientation models. It argues that as long as there are varied national corporate laws, most EU corporate law rules are bound to remain categorised as optional, unimportant, or avoidable.

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Corporate Governance, Capital Market Regulation and the Challenge of Disembedded Markets

Zumbansen

¹

2010

View full text Add to dashboard Cite

Long before the current financial and economic crisis, corporate governance and securities regulation had become part of one of the most interesting and dynamic regulatory areas in law and policy making today. Both areas had been undergoing dramatic transformations over the past 30-40 years, which saw a global expansion of capital markets and a deep-running 'financialisation' of the corporation. Around the world governments saw themselves challenged to adapt their regulatory apparatus to the whims and hues of nervous investors with global sensitivities. Meanwhile, scholars in law, economics, but also political science and sociology fiercely debated whether what was unfolding constituted a worldwide convergence around a corporate governance philosophy that placed the shareholder at the centre or whether we would continue to have different, divergent corporate governance systems around the world. Today's crisis-responses appear to be primarily designed to 'fix the excesses' of the past decades, rather than driven by an interest to connect the present efforts at regulation with the earlier convergence vs. divergence debates, which themselves built on much older critiques of the embeddedness of the firm and the political economy context of corporate activity. The paper contends that the sustainability of future corporate governance and securities regulation depends on the effort to critically examine both areas in the context of a larger inquiry into the goals and challenges of market regulation.

show abstract

A Legal Options Approach to EC Company Law

Cited by 3 publications

References 29 publications

Corporate governance, capital market regulation and the challenge of disembedded markets

Corporate governance, capital market regulation and the challenge of disembedded markets

The End of History for the Board Neutrality Rule in the EU

Corporate Governance, Capital Market Regulation and the Challenge of Disembedded Markets

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