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Vol 22 No 6 June/July 2017

Book of the Month

Cover of Supperstone, Goudie and Walker: Judicial Review

Supperstone, Goudie and Walker: Judicial Review

Edited by: Helen Fenwick
Price: £267.00

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After Enron: Improving Corporate Law and Modernising Securities Regulation in Europe and the US

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Edited by: John Armour, Joseph A. McCahrey

ISBN13: 9781841135311
ISBN: 1841135313
Published: November 2006
Publisher: Hart Publishing
Country of Publication: UK
Format: Hardback
Price: £80.00



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At the end of the twentieth century, it was thought by many that the Anglo-American system of corporate governance was performing effectively. Some observers claimed to see an international trend towards convergence around this model, in which firms raise finance on capital markets from dispersed investors, and corporate governance seeks to keep managers accountable to shareholders.

There can be no denying that the recent corporate governance crisis in the US - Enron and related scandals - has caused many to question their faith in this view. This collection of essays provide a comprehensive attempt to answer the following questions: firstly, what went wrong - when and why do markets misprice the value of firms, and what was wrong with the incentives set by Enron? Secondly, what has been done in response, and how well will it work - including essays on the Sarbanes-Oxley Act in the US, UK company law reform and European company law and auditor liability reform, along with a consideration of corporate governance reforms in historical perspective. Three approaches emerge.

The first two share the premise that the system is fundamentally sound, but part ways over whether a regulatory response is required. The first view argues that the events of the 'fall' have indicated a need for greater regulation to curb the excesses of the market. The second view suggests that Enron was merely an aberration, which 'self-corrected' anyway, and consequently the regulatory response has been unnecessarily restrictive. The third view, in contrast, argues that the various scandals demonstrate fundamental weaknesses in the Anglo-American system itself, which cannot hope to be repaired by the sort of reforms that have taken place. It is for the reader, and ultimately history, to decide which view is correct.

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Subjects:
Company Law
Contents:
Introduction
After Enron: Improving Corporate Law and Modernising Securities Regulation in Europe and the US JOHN ARMOUR and JOSEPH A McCAHERY
Part I: Stock Markets and Information
1. The Mechanisms Of Market Efficiency Twenty Years Later: The Hindsight Bias RONALD J GILSON and REINIER KRAAKMAN
2. Taming the Animal Spirits of the Stock Markets: A Behavioural Approach to Securities Regulation DONALD C LANGEVOORT
Part II: Corporate Scandals in Historical and Comparative Context
3. Icarus and American Corporate Regulation DAVID A SKEEL, JR
4. Corporate Governance after Enron: An Age of Enlightenment SIMON DEAKIN and SUZANNE J KONZELMANN
5. Financial Scandals and the Role of Private Enforcement: The Parmalat Case GUIDO FERRARINI and PAOLO GIUDICI
6. A Theory of Corporate Scandals: Why the US and Europe Differ JOHN C COFFEE, JR
Part III: Evaluating Regulatory Responses: The US and UK
7. The Case for Shareholder Access to the Ballot LUCIAN ARYE BEBCHUK
8. Rules, Principles, and the Accounting Crisis in the United States WILLIAM W BRATTON
9. The Oligopolistic Gatekeeper: The US Accounting Profession JAMES D COX
10. The Liability Risk for Outside Directors: A Cross-Border Analysis BERNARD BLACK, BRIAN CHEFFINS and MICHAEL KLAUSNER
11. The Legal Control of Directors' Conflicts of Interest in the United Kingdom: Non-Executive Directors Following the Higgs Report RICHARD C NOLAN
Part IV: Reforming EU Company Law and Securities Regulation
12. Enron and Corporate Governance Reform in the UK and the European Community PAUL DAVIES
13. Modern Company and Capital Market Problems: Improving European Corporate Governance After Enron KLAUS J HOPT
14. Who Should Make Corporate Law? EC Legislation versus Regulatory Competition JOHN ARMOUR
15. Company and Takeover Law Reforms in Europe: Misguided Harmonization Efforts or Regulatory Competition? GÉRARD HERTIG and JOSEPH A McCAHERY
16. The Regulatory Process for Securities Law-Making in the EU EILÍS FERRAN
17. EC Company Law Directives and Regulations: How Trivial Are They? LUCA ENRIQUES