Browse by title

You are looking at 1 - 10 of 1,127 items :

  • Corporate Law and Governance x
Clear All
You do not have access to this content

Edited by Barry E. Adler

In this Research Handbook, today’s leading experts on the law and economics of corporate bankruptcy address fundamental issues such as the efficiency of bankruptcy, the role and treatment of creditors – particularly secured creditors – in the bankruptcy process, the allocation of going-concern surplus among claimants, the desirability of liquidation in the absence of such surplus, the role of contract in bankruptcy resolution, the role of derivatives in the bankruptcy process, the costs of the bankruptcy system, and the special case of financial institutions, among other topics.
You do not have access to this content

Edited by Marta Cantero Gamito and Hans -W. Micklitz

This book explores questions of transnational private legal theory in the context of the external dimension of EU private law. The interaction between existing theories of transnational ordering and the external reach of European Regulatory Private Law is articulated through examination of what are found to be the three major proxies of transnational private ordering: private contracts, standards and codes.
You do not have access to this content

Liza Lovdahl Gormsen

This chapter focuses on three interrelated issues linked to the arm’s length principle. First, it considers the Commission’s legal basis for adopting an autonomous ALP different from that of the OECD (hereafter ‘the Commission ALP’) and making it an inherent part of Article 107 TFEU. Second, it questions the Commission’s methodology for applying the ALP, namely de facto using the Commission ALP as the appropriate reference framework in its analysis of a selective advantage rather than the national tax legislation. This analysis will include the Commission’s assertion that a breach of the Commission ALP confers a selective advantage within the meaning of Article 107(1) TFEU. Third, it challenges the Commission’s view that integrated and non-integrated companies are in the same factual and legal situation for tax purposes.

You do not have access to this content

Mateo Gargantini

The most recent developments in the legal framework for corporate governance increasingly focus on the monitoring role of shareholders and, more specifically, on their engagement with investee companies. These developments aim at reducing agency problems along the investment chain by enhancing equity investors' oversight and asset managers' accountability.

You do not have access to this content

Christopher Teichmann and Lothar Wolff

Shareholders are to a large extent investing in companies that are not governed by their own jurisdiction. Consequently, the enforcement of shareholders’ duties arising from national law frequently involves a cross-border element. This means that within the European Union, state measures regulating and enforcing shareholder duties will have to be assessed in the light of primary EU law, which affects practically all transnational economic activities in the Common Market.

You do not have access to this content

Christian A. Witting

There is intense debate in the European Union and beyond about the current responsibilities and potential liabilities of shareholders. This chapter argues for greater attention to be paid to the design of a liability regime that incen¬tivises all participants in corporate endeavours to take appropriate measures to avoid the causation of personal injuries. The appropriate liability regime should incentivise shareholders to undertake their statutorily assigned roles in the governance of investee companies - namely, through making proper appointments to corporate boards and undertaking proper monitoring of corporate risk-imposition. The chapter argues that the only incentive that is likely to ensure that shareholders do their part is a residual personal liability for unsatisfied personal injury claims.

You do not have access to this content

Corrado Malberti

To understand the scope and nature of the enforcement of shareholders’ duties, it is necessary to compare this type of enforcement with that of contracts and agreements shareholders may have concluded with companies or third parties. In some cases, contractual arrangements may reinforce shareholders’ duties by providing more effective remedies. In other circumstances, contracts may clarify what other shareholders or companies expect from a shareholder or introduce obligations in addition to those mandated by law. However, some¬times, contractual obligations may also conflict with shareholders’ duties and jeopardize the performance of such duties.

You do not have access to this content

Hanne S. Birkmose

Duties imposed on shareholders are no longer a rare and exotic phenomenon in European company and capital market law. Rather, they should be seen as a trend that has gained momentum since the financial crisis. Shareholders’ duties typically apply to all shareholders. However, the nature of the situation sometimes requires that duties be imposed on one or more shareholders. These duties apply to all shareholders in principle but it is a given situation that leads to imposing duties on some shareholders.

You do not have access to this content

Mette Neville and Karsten Engsig Sørenson

Recently, suspension of voting rights has been introduced in the European Union through Directive 2013/50/EU. According to the amended Transparency Directive, this sanction should be available to the relevant authorities in the Member States in case of infringements of the duty to notify major sharehold¬ings. The reason for introducing this sanction is that it is considered a particu¬larly effective sanction by the Commission. This raises the question why, and for which type of infringements, this sanction is effective. These questions will be analysed further in this chapter.