Reforming Company and Takeover Law in Europe
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Product details:
- Publisher OUP Oxford
- Date of Publication 3 June 2004
- ISBN 9780199273805
- Binding Hardback
- No. of pages1132 pages
- Size 244x163x54 mm
- Weight 1660 g
- Language English
- Illustrations numerous graphs, tables and line drawings 0
Categories
Short description:
This book examines reforms in company and takeover law, crucial to modern business and economics. The new European 13th directive on takeovers and its 'break-through' rule are discussed, as is the controversial level playing field for takeover activities all over Europe and from the United States. The volume provides comprehensive commentary and full text of the European Commission's new company law action plan. Issues including corporate disclosure, remuneration of directors, personal liability of board members, auditors, and conflicts of interest are also examined.
MoreLong description:
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.
the book achieves that purpose, often offering valuable insights and views from those close to the reforms... there are many useful essays in the book.
Table of Contents:
Part I: A Framework for a Modern Company and Takeover Law in Europe: Common Regulatory Issues
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
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
Modern Company Law-Making
About Techniques of Regulating Companies in the European Union
Part II: Corporate Governance: Inside the Corporation
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
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
The Responsibility of the Management and of the Board and Its Enforcement
The Responsibility of the Management and Its Enforcement
The Role of the Shareholder
The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making
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
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
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?
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
