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Reforming Company and Takeover Law in Europe

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Edited by: Guido Ferrarini, Klaus J. Hopt, Jaap Winter

ISBN13: 9780199273805
ISBN: 0199273804
Published: June 2004
Publisher: Oxford University Press
Country of Publication: UK
Format: Hardback
Price: £175.00



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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.

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Subjects:
Company Law, Mergers and Acquisitions
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
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
2. 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
3. Modern Company Law-Making
About Techniques of Regulating Companies in the European Union
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
Corporate Scandals Across the Globe: Regulating the Role of the Director
5. 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
6. The Responsibility of the Management and of the Board and Its Enforcement
The Responsibility of the Management and Its Enforcement
7. The Role of the Shareholder
The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making
8. 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
9. 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
10. 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?
11. 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