Corporate Boards In European Law
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| Author | : Hanne Søndergaard Birkmose |
| Publisher | : |
| Total Pages | : 0 |
| Release | : 2013 |
| Genre | : Corporate governance |
| ISBN | : 9789041141415 |
The recent financial crisis has once again stressed the importance of good corporate governance and corporate social responsibility in building trust in the European internal market. It has given rise to a discussion of whether a number of issues should be addressed through regulation or soft law at EU level. These issues relate in particular to the duties of directors in European companies as well as how the board of directors is composed and structured. Drawing attention first to duties of directors and then to the organisation of the board, this appropriately timed analysis takes stock of the status of the initiatives that have been debated so far, examines whether the rules which have been adopted form a coherent system, and suggests ways in which these initiatives affect national law. Topics covered include the following: directors' conflicts of interest; rules on shareholder transparency; duty to promote active ownership; whether it is possible to find a balance between corporate enterprise and risk control; integration of environmental and social concerns in the decision-making of the company; the board's role as a monitor of management; overcoming managerial deficiencies; the concept of independent directors; independence from a controlling shareholder; nomination of board members; disqualification of directors; and directors duties in groups of companies.
| Author | : Cornelis de Groot |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 240 |
| Release | : 2009-01-01 |
| Genre | : Business & Economics |
| ISBN | : 9041128735 |
The concept of corporate governance has come under intense public scrutiny in recent years. Business people everywhere are asking: What exactly does andgoodand corporate governance entail? Which aspects of it are legally binding, and in what ways is it merely a set of expectations on how corporations should be organized ideally? Nowhere are these important questions answered more precisely - nowhere are the lines more clearly drawn - than in the insightful synthesis of statutory law, case law, and organizational theory presented in this book. Recognizing that the concept of andgoodand corporate governance is not dramatically different from one jurisdiction to another but represents an international phenomenon that has to a reasonable extent the same characteristics everywhere, the author proceeds, with detailed analysis, through a series of issues that (he shows) make up the brunt of corporate governance. Each of these issues in turn gives rise to such specific problem areas as the following: board compensation and executive compensation; unitary and dual board structures; monitoring management; legal parameters of andmismanagementand; the andsupervisory gapand; audit, selection and appointment and remuneration committees; director tenure and retirement policy; risk management and risk reporting; corporate safety culture; conflicts of interest; whistleblower arrangements; aims of the regulation of public takeover bids; and defensive tactics in case of a hostile public takeover bid. These problems - and many others - are examined in the light of corporate governance codes and guidelines and of reports and judgments that deal with specific instances where investigators or courts were asked to analyze corporate governance issues in concrete cases. Each of the ten chapters includes in-depth analysis of such cases. A special feature of the book is a set of model corporate governance guidelines based on US corporate practice. Corporate Governance as a Limited Legal Concept is remarkable for its very thorough characterization and definition of corporate governance as a legal concept, as a code of conduct, and as an organizational structure. The authorands clearly reasoned analysis of the legal limits of corporate governance will be of great interest and practical value to business people and their counsel in any jurisdiction.
| Author | : Paul Lyndon Davies |
| Publisher | : |
| Total Pages | : 867 |
| Release | : 2013-11 |
| Genre | : Business & Economics |
| ISBN | : 0198705158 |
This book analyses corporate boards; their regulation in law and codes, and their actual operation in ten European countries in a functional and comparative method. Issues addressed include: board structure, composition and functioning, enforcement by liability rules, incentive structures and shareholder activism.
| Author | : Nicola de Luca |
| Publisher | : Cambridge University Press |
| Total Pages | : 599 |
| Release | : 2021-04-15 |
| Genre | : Law |
| ISBN | : 1108843522 |
This successful textbook remains the only offering for students of European company law, and has been fully updated.
| Author | : Aline Conchon |
| Publisher | : |
| Total Pages | : 70 |
| Release | : 2011 |
| Genre | : Corporate governance |
| ISBN | : 9782874522369 |
| Author | : Adriaan F.M. Dorresteijn |
| Publisher | : Kluwer Law International B.V. |
| Total Pages | : 380 |
| Release | : 2016-04-24 |
| Genre | : Law |
| ISBN | : 9041185941 |
This fully updated new edition provides the best-known practical overview of the law regarding companies, business activities, and capital markets in Europe, at both the European Union (EU) and Member State levels. It incorporates analysis of recent developments including the impact of global initiatives in such aspects of the corporate environment as regulation of financial institutions and non-financial reporting obligations with a view to sustainability and other social responsibility concerns. The authors, all leading experts in European corporate law, describe current and emerging trends in such areas of corporate law practice as the following: - rules on cross-border mergers; - employee involvement in business activities; - the initiatives by the Organisation for Economic Co-operation and Development (OECD) and the EU to curb tax avoidance; - Member States’ implementation of EU legislation; - a company’s freedom to incorporate in a jurisdiction not its own; - competition among the legal forms of different Member States; and - safeguarding of employee involvement in cross-border transactions. With respect to national law, the laws of Belgium, France, Germany, the Netherlands, Poland, Spain, and the United Kingdom are taken into account; Italy is now included in this new edition. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Third Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems.
| Author | : Koen Geens |
| Publisher | : Leuven University Press |
| Total Pages | : 377 |
| Release | : 2010 |
| Genre | : Corporate governance |
| ISBN | : 9058678059 |
The harmonization of company law has always been on the agenda of the European Union. Besidesthe protection of third parties affected by business transactions, the founders had two other objectives: first, promoting freedom of establishment, and second, preventing the abuse of such freedom. The European Commission issued its Company Law Action Plan in 2003. In this volume researchers of the Jan Ronse Institute for Company Law of the Katholieke Universiteit Leuven present five chapters on the main priorities of the Action Plan: capital and creditor protection,corporate governance, one share one vote, financial reporting, and corporate mobility. The book also includes responses and ensuing discussions by reputed European company law experts.
| Author | : Aaron A. Dhir |
| Publisher | : Cambridge University Press |
| Total Pages | : 331 |
| Release | : 2015-04-30 |
| Genre | : Law |
| ISBN | : 1316298272 |
The lack of gender parity in the governance of business corporations has ignited a heated global debate, leading policymakers to wrestle with difficult questions that lie at the intersection of market activity and social identity politics. Drawing on semi-structured interviews with corporate board directors in Norway and documentary content analysis of corporate securities filings in the United States, Challenging Boardroom Homogeneity empirically investigates two distinct regulatory models designed to address diversity in the boardroom: quotas and disclosure. The author's study of the Norwegian quota model demonstrates the important role diversity can play in enhancing the quality of corporate governance, while also revealing the challenges diversity mandates pose. His analysis of the US regime shows how a disclosure model has led corporations to establish a vocabulary of 'diversity'. At the same time, the analysis highlights the downsides of affording firms too much discretion in defining that concept. This book deepens ongoing policy conversations and offers new insights into the role law can play in reshaping the gendered dynamics of corporate governance cultures.
| Author | : Mads Andenas |
| Publisher | : Cambridge University Press |
| Total Pages | : 649 |
| Release | : 2009-07-30 |
| Genre | : Law |
| ISBN | : 113947619X |
Company law is undergoing fundamental change in Europe. All European countries have undertaken extensive reform of their company legislation. Domestic reform has traditionally been driven by corporate failures or scandals. Initiatives to make corporate governance more effective are a feature of recent European law reform, as are measures to simplify and ease burdens on smaller and medium-sized businesses (SMEs). An increasing EU harmonisation is taking place through the Company Law Directives, and the free movement of companies is also facilitated by the case law of the European Court of Justice on the directives and the right to free movement and establishment in the EC Treaty. New European corporate forms such as the European Economic Interest Grouping (EEIG) and the European Company (SE) have added new dimensions. At a time of rapid development of EU and national company laws, this book will aid the understanding of an emerging discipline.
| Author | : Marcus Lutter |
| Publisher | : Walter de Gruyter |
| Total Pages | : 716 |
| Release | : 2006 |
| Genre | : Business & Economics |
| ISBN | : 9783899493399 |
Europe has known very different systems of company laws for a long time. These differences do not only pertain to the board structures of public companies, where single-tier and two-tier structures can be distinguished, they also pertain to the principles of fixed legal capital. Fixed legal capital is not a traditional ingredient of English and Irish company law and had to be incorpo-rated into these legal systems (only) for public limited companies according to the Second European Company Law Directive of 1976. Both jurisdictions have never really embraced these rules. Against this background, the British Accounting Standards Board (ASB) and the Company Law Centre at the British Institute of International and Comparative Law (BIICL) have initiated and supported a study of the benefits of this legal system by a group of experts led by Jonathan Rickford. The report of this group has been published in 2004. Its result was that legal capital was costly and superfluous; hence, the Second Directive should be repealed. The British government has adopted this view and wants the European Commission to act accordingly. Against this background a group of German and European company law experts, academics as well as practitioners, have come together to scrutinise sense and benefits of fixed legal capital and all its specific elements guided by the following questions: What is the relevant legal concept supposed to achieve? What does it achieve in reality? What criticisms are there? Which proposals or alternatives are available? From the outset the group of experts has endeavoured to cooperate with foreign colleagues, which resulted in very fruitful and pleasant exchanges. This volume contains, besides an executive summary of the results, 16 essays on specific aspects of legal capital in Germany covering also neighbouring fields of law (e.g. accounting, insolvency);7 reports on fixed legal capital in other jurisdictions (France, Great Britain, Italy, the Netherlands, Poland, Spain and the U.S.A.) addressing the same questions as the essays on German law. The British initiative disapproves of the Second Directive. The Directive does only deal with public limited companies in Europe, which is reflected in the analysis presented here. It is only concerned with the fixed legal capital of public limited companies, not with capital issues of private companies. The study has arrived at a result that differs completely from that of the Rickford group. It verifies the usefulness of the concept of fixed legal capital and wishes to convince the European Commission of the benefits of the Second Company Law Directive.
