Download or read book Instruments of EU Corporate Governance written by Hanne S. Birkmose and published by Kluwer Law International B.V.. This book was released on 2022-12-09 with total page 480 pages. Available in PDF, EPUB and Kindle. Book excerpt: European Company Law Series, Volume 19 Compelling new perspectives on corporate governance – including attention to increased shareholder engagement, long-term value creation, and sustainability – have given rise to major changes in the management of companies. Yet, until this book, there has been no systematic account of the legislative and soft law instruments designed to promote good corporate governance practices across the range of sizes and types of companies. The book analyses the various instruments that legislators and others have used to promote good corporate governance in European companies and assesses their value in practice. Nineteen well-known scholars of business and corporate law delve into how such issues and topics as the following are approached across the spectrum of corporate governance instruments available in Europe: corporate codes of conduct; procedural rules regulating how directors make decisions; rules on board composition and remuneration; regulating boards in small- and medium-sized enterprises; public enforcement of directors’ duties; how digitalisation may affect implementation of corporate governance instruments; reporting rules; rules on the empowerment of minority shareholders; the role of the general meeting; regulation of the market for corporate control; certifications; rules on liability of directors; and role of auditors and accountants. In its in-depth analysis of the benefits and potential disadvantages of each instrument and what may be achieved both at company level and generally, this book will prove of value to all concerned with promoting responsible corporate governance, whether in business, government, or academia.
Download or read book The European Company Statute written by Michael Gold and published by Peter Lang. This book was released on 2009 with total page 378 pages. Available in PDF, EPUB and Kindle. Book excerpt: The European Company Statute is one of the most important pieces of company legislation adopted so far by the European Union. Its aim is to regulate the internal functions of a business operating in more than two European countries. This book provides an analysis of the history, structure, legal basis and likely impact of the ECS.
Download or read book EC Regulation of Corporate Governance written by Andrew Johnston and published by Cambridge University Press. This book was released on 2009-12-03 with total page 419 pages. Available in PDF, EPUB and Kindle. Book excerpt: Uses economic and reflexive governance theories to demonstrate how EC law achieves the necessary balance between integration and regulatory diversity.
Download or read book Regulating Corporate Governance in the EU written by L. Horn and published by Springer. This book was released on 2011-11-22 with total page 237 pages. Available in PDF, EPUB and Kindle. Book excerpt: In the context of the financial and economic crisis, corporate governance and regulatory supervision failures, Laura Horn investigates one of the defining questions in social power relations in contemporary capitalism: who controls the modern corporation, and why.
Download or read book Modernization of European Company Law and Corporate Governance written by Gert-Jan Vossestein and published by Kluwer Law International B.V.. This book was released on 2010-01-01 with total page 314 pages. Available in PDF, EPUB and Kindle. Book excerpt: This new book offers a substantial framework for examining the competence or powers of the EC in the field of company law, and the requirements for the lawful exercise of these powers (the principle of subsidiarity and the observance of Article 43 EC in particular). In order to provide a clear understanding of the practical relevance of this framework, the author tests the provisions of specific EC company law instruments for compatibility with the EC Treaty. Although the substantial body of EC company law that has been built up over the years is covered, the focus is on EC company law instruments which have been adopted in implementation of the 2003 Action Plan. The book includes a survey of the various company law instruments (both pre-and post-Action Plan) which together make up EC company law, and discusses the objectives of EC company law policy. --
Download or read book The Transnational Politics of Corporate Governance Regulation written by Henk Overbeek and published by Routledge. This book was released on 2007-04-30 with total page 283 pages. Available in PDF, EPUB and Kindle. Book excerpt: This ambitious volume explores the politics of recent changes in corporate governance regulation and the transnational forces driving the process. Corporate governance has in the 1990s become a catchphrase of the global business community. The Enron collapse and other recent corporate scandals, as well as growing worries in Europe about the rise of Anglo-Saxon finance, have made issues of corporate governance the subject of political controversies and of public debate. The contributors argue that the regulation of corporate governance is an inherently political affair. Given the context of the deepening globalization of the corporate world, it is also increasingly a transnational phenomenon. In terms of the content of regulation the book shows an increasing reliance on the application of market mechanisms and a tendency for corporations themselves to become commodities. The emerging new mode of regulation is characterized by increasing informalization and by forms of private regulation. These changes in content and mode are driven by transnational actors, first of all the owners of internationally mobile financial capital and their functionaries such as coordination service firms, as well as by key public international agencies such as the European Commission. The Transnational Politics of Corporate Governance Regulation will be of interest to students and researchers of international political economy, politics, economics and corporate governance.
Download or read book The European Company Statute written by Michael Gold and published by . This book was released on 2009 with total page 373 pages. Available in PDF, EPUB and Kindle. Book excerpt: The European Company Statute (ECS) is one of the most important pieces of company legislation adopted so far by the European Union. Its aim is to regulate, on a voluntary basis, the internal functions of a business operating in more than two European countries at the same time. However, its implementation by companies requires the negotiation of agreements between employers and employees principally on the choice between a one-tier or two-tier system of board structure. While the ECS thereby promotes flexible solutions tailor-made to company requirements, it has failed to achieve full harmonisation of EU company law. This book provides a comprehensive analysis of the history, structure, legal basis and likely impact of the ECS, examining its evolution over some 30 years of development and its chances for integrating diverse models of corporate governance across the European Economic Area. The book explores the implications of the ECS for employee participation at various levels in the European company, with country case studies drawn from Greece, Slovenia and the UK. It also analyses certain legal issues, including taxation and the position of companies located in countries without existing systems of employee board-level participation.
Download or read book European Corporate Law written by Adriaan F.M. Dorresteijn et al. and published by Kluwer Law International B.V.. This book was released on 2022-07-26 with total page 377 pages. Available in PDF, EPUB and Kindle. Book excerpt: This fully updated new edition provides an overview of the law regarding companies, business organizations, and capital markets in Europe, at both the European Union (EU) and Member State levels. It introduces the reader to the EU harmonization programme and describes how this has influenced corporate law in the various EU Member States. The authors describe common denominators as well as differences in the approach of national corporate laws. The authors highlight current and emerging trends in these areas of corporate law, including: the freedom of establishment of companies within the EU; the European harmonization process and Member States’ implementation of EU legislation; employee involvement in business organizations; the division of power between the different corporate bodies; the functioning and regulation of company groups; and cross-border business combinations, takeovers and restructuring tools. The laws of France, Germany and the Netherlands in particular are discussed and contrasted. This discussion also includes the United Kingdom, although no longer an EU Member State. 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 Fourth 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. It can also be used as a handbook for comparative corporate law courses.
Download or read book European Corporate Governance written by Thomas Clarke and published by Routledge. This book was released on 2009-06-24 with total page 422 pages. Available in PDF, EPUB and Kindle. Book excerpt: In light of the most severe financial crisis since the 1930s, this intelligent look at European corporate governance brings out the richness of European corporate governance systems and highlights historical weaknesses that will require further work for a sustainable corporate governance environment in the future.
Download or read book German Corporate Governance in International and European Context written by Jean J. du Plessis and published by Springer. This book was released on 2017-10-07 with total page 605 pages. Available in PDF, EPUB and Kindle. Book excerpt: The book provides readers with an overview of the unique features of German business and enterprise law and an in-depth analysis of the organs of governance of German public limited companies (general meeting, management board, supervisory board). In addition, approaches for reforms required at the international level are also suggested and discussed, including, among others, the unique interplay and dynamics of the German two-tier board model with the system of codetermination, referring to the arrangement of employees sitting on the supervisory boards of German public limited companies and private companies employing more than 500 employees; also covered are significant recent legal developments in Europe.The book highlights the core function of valuation and financial reporting at the international, European and German levels, with accounting as the documentary proof of good corporate governance. Corporate governance encompasses the free enterprise system, which is treated comprehensively in this book from a German perspective. This distinguishes the book from other books written in English in this subject area, not only because of the comprehensive way it covers German corporate law and corporate governance, but also because of the fact that it provides international and European perspectives on these important topics.The book is addressed to researchers, practitioners and basically anyone with an interest in the complex, but intriguing areas of corporate law and corporate governance.
Download or read book Corporate Governance in Context written by Klaus J. Hopt and published by . This book was released on 2005 with total page 976 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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 wellas 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-postcontrol, 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. Corporatistapproaches 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 ofcompetitive 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 acomparative 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 ofcorporations, bureaucracy and regulation, markets, and intermediaries.
Download or read book Shareholder Primacy and Global Business written by Lela Mélon and published by Routledge. This book was released on 2019-03-13 with total page 220 pages. Available in PDF, EPUB and Kindle. Book excerpt: In the context of growing public interest in sustainability, Corporate Social Responsibility (CSR) has not brought about the expected improvement in terms of sustainable business. Self-regulation has been unable to provide appropriate answers for unsustainable business frameworks, despite empirical proof that sustainable behaviour is entirely in corporate enlightened self-interest. The lack of success of the soft law approach suggests that hard law regulation may be needed after all. This book discusses these options, alongside the issue of shareholder primacy and its externalities in corporate, social, and natural environment. To escape the "prisoner’s dilemma" European corporations and their global counterparts have found themselves in, help is needed in the form of EU hard law to advocate sustainability through mandatory rules. This book argues that the necessity of these laws is based on the first-mover’s advantage of such corporate law approach towards sustainable development. In the current EU law environment, where codification of corporate law is sought for, forming and defining a general EU policy could not only help corporations embrace this self-enlightened behaviour but could also build the necessary "EU corporate citizenship" atmosphere. Considering the developments in the field of CSR as attempts to mitigate negative externalities resulting from inappropriate shareholder primacy use, the book is centred around a discussion of the shareholder primacy paradigm, its legal position and its (un)suitability for modern global business. Going beyond solely legal analysis, juxtaposing legal principles and argumentation with economic theoretic approaches and, more importantly, real-life examples, this book is accessible to both professionals and academics working within the fields of business, economics, corporate governance and corporate law.
Download or read book The European Company Law Action Plan Revisited written by Koen Geens and published by Leuven University Press. This book was released on 2010 with total page 377 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book Trust Accountability and Purpose written by Justin O'Brien and published by . This book was released on 2019-08-15 with total page 81 pages. Available in PDF, EPUB and Kindle. Book excerpt: Explores how corporations can rebuild trust through organisational and regulatory design across interlocking themes.
Download or read book Towards a Sustainable European Company Law written by Beate Sjåfjell and published by Kluwer Law International B.V.. This book was released on 2009-03-26 with total page 592 pages. Available in PDF, EPUB and Kindle. Book excerpt: No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo ‘shareholder value’ when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation. Here is a book that boldly says: ‘Shareholder primacy’ is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a ‘market for corporate control’ as a theoretical and ideological basis when enacting company law. With rigorous and persuasive research and analysis, this book demonstrates that: European companies should have legal obligations beyond the maximization of profit for shareholders; human and environmental interests may and should be engaged with in the realm of company law; and company law has a crucial role in furthering sustainable development. As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires. This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight – and the innumerable recognitions that support it – this book is a timely and exciting new resource for lawyers and academics in ‘both camps’: those on the activist side of the issue, and those with company or official policymaking responsibilities.
Download or read book The Shareholder Rights Directive II written by Hanne S. Birkmose and published by Edward Elgar Publishing. This book was released on 2021-04-30 with total page 344 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Commentary is the first comprehensive work to analyse the revised EU Shareholder Rights Directive (SRD II). SRD II sets a new agenda for engaged shareholders and sustainable companies in the EU, sparking a wider debate on the adoption of duties in company and capital markets law. By providing a systematic and thorough framework for analysis, this Commentary evaluates the purpose and aims of SRD II and further enriches the debate on the usefulness of the EU’s drive to encourage long-term shareholder engagement.
Download or read book Corporate Boards in European Law written by Paul Davies and published by Oxford University Press. This book was released on 2013-11 with total page 867 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
