Eddy Wymeersch - Böcker

EU policy in the area of corporate governance and capital markets is being reoriented. Harmonization is less frequently seen as a concept in company law; regulatory competition is on the rise; and experiments in soft law are being carried out. Several Member States have recently reformed their corporate laws, wither as a reaction to financial scandals or in an effort to enhance investment. Convergence has increased as a result, particularly towards Anglo-American standards. Yet differences still exist, profoundly rooted in national systems of corporate governance. By contrast, capital markets law would seem to be an exception, having undergone intense harmonization in the last few years through the Lamfalussy regulatory architecture. Nonetheless, a European system of securities regulation is not yet in place. Regulation is predominantly domestic, while private laws affecting capital markets are still divergent. This volume examines the ongoing debate from an interdisciplinary perspective. Part 1 explores the political determinants of corporate governance and evaluates likely convergence and the role of regulatory competition. Part 2 considers the Markets in Financial Instruments Directive (MIFID) and its central role in harmonizing EU securities trading. Part 3 analyzes the MiFID more deeply and explores other measures including the Prospectus and Transparency Directives. Part 4 offers future perspectives on the post-FSAP era.

In Capital Markets and Company Law, the contributors attempt to investigate the relationship between company law, securities markets and securities regulation, or 'Capital Market Law'. This is an interdisciplinary project, involving scholars and practitioners of law and economics, policy makers, and corporate finance and management specialists from both sides of the Atlantic. It illustrates the increasing competitive pressure under which regulatory systems are developing, driven by market forces and regulatory competition. As markets are increasingly moulding the framework, the question arises to what extent a global regulatory system is being developed. European company law harmonization will increasingly have to take account of these market forces. These essays by prominent EU and US specialists in their fields offer an up-to-date and detailed analysis of a range of complex issues. Subjects include Corporate Governance and Shareholder Value, The Institutional Investor, He Corporate Governance Recommendations, and Harmonisation of company law.This volume is the natural sucessor to the 1999 'Comparative Corporate Governance'. By the same editors, and featuring many of the same contributers, Capital Markets and Company Law Markets takes the subject to the next level.

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.

Increased regulatory competition has sharpened the comparative awareness of advantages or disadvantages of different national models of political economy, economic organization, governance and regulation. Although institutional change is slow and subject to functional complementarities as well as social and cultural entrenchment, at least some features of successful modern market economies have been in the process of converging over the last decades. The most important change is a shift in governance from state to the market. As bureaucratic ex-ante control is replaced by judicial ex-post control, administrative discretion is replaced by the rule of law as guidelines for the economy. Furthermore, at least to some extent, public enforcement is being reduced in favor of private enforcement by way of disclosure, enhanced liability, and correspondent litigation for damages. Corporatist approaches to governance are giving way to market approaches, and outsider and market-oriented corporate governance models seem to be replacing insider-based regimes.This transition is far from smooth and poses a daunting challenge to regulators and academics trying to redefine the fundamental governance and regulatory setting. They are confronted with the task of making or keeping the national regulatory structure attractive to investors in the face of competitive pressures from other jurisdictions to adopt state-of-the-art solutions. At the same time, however, they must establish a coherent institutional framework that accommodates the efficient, modern rules with the existing and hard-to-change institutional setting. These challenges - put in a comparative and interdisciplinary perspective - are the subject of the book. As a reflection of the transnationality of the issues addressed, the world's three leading economies and their legal systems are included on an equal basis: the EU, the U.S., and Japan across each of the subtopics of corporations, bureaucracy and regulation, markets, and intermediaries.

This comprehensive account of financial regulation and supervision in times of crisis analyses the complex changes under way regarding the new financial regulatory structures in the EU. Focusing on the organisation of financial supervision, it deals with the background to the reforms, the architecture of the regulatory system, the likely implications for the financial institutions and the challenge of international co-operation. Changes in the US have been heavily criticised and in Europe a brand new regulatory system with three new regulatory agencies and a systemic risk board has been developed. National systems are in the process of being updated. International cooperation, although still difficult, has made progress, with the Financial Stability Board now acting on behalf of the G.20. Central bank cooperation has improved significantly and in the meantime, sectoral regulations are being adapted in full speed, such as Basel III, AIDMD, MiFID and many others. This book gives an overall view of these complex changes.The first section of the book provides an assessment of the reforms and considers the background to their making. In the section on regulatory structure there is analysis of the new regulatory bodies, their complex competences and actions. The book also takes a critical look at their likely effectiveness. The final section of the work considers the actual implementation of the new rules in a cross-border context.

No detailed description available for "Groups of Companies in the EEC".