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Author:   Guido Ferrarini ,  Klaus J. Hopt ,  Japp Winter ,  Eddy Wymeersch
Publisher:   Oxford University Press
Imprint:   Oxford University Press
Dimensions:   Width: 16.30cm , Height: 5.50cm , Length: 24.40cm
Weight:   1.660kg
ISBN:  

9780199273805

ISBN 10:   0199273804
Pages:   1132
Publication Date:   03 June 2004
Audience:   Professional and scholarly ,  Professional & Vocational
Format:   Hardback
Publisher's Status:   Active
Availability:   To order  
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Table of Contents

Part I: A Framework for a Modern Company and Takeover Law in Europe: Common Regulatory Issues 1: The Need for a Regulatory Framework: Jaap Winter: EU Company Law at the Cross-Roads Gerard Hertig and Joseph A. McCahery: An Agenda for Reform: Company and Takeover Law in Europe Klaus J. Hopt: 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 Reinier Kraakman: Disclosure and Corporate Governance: An Overview Essay Hanno Merkt: Disclosing Disclosure: Europe's Winding Road to Competitive Standards of Publication of Company-Related Information 3: Modern Company Law-Making Eddy Wymeersch: 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 Paul Davies: Post-Enron Developments in the United Kingdom Jennifer Hill: Corporate Scandals Across the Globe: Regulating the Role of the Director 5: The Remuneration of Executive and Non-Executive Directors Guido Ferrarini and Niamh Moloney: Executive Remuneration and Corporate Governance in the EU: Convergence, Divergence, and Reform Perspectives Kimberley Crook: Accounting for Share-Based Remuneration 6: The Responsibility of the Management and of the Board and Its Enforcement Holger Fleischer: The Responsibility of the Management and Its Enforcement 7: The Role of the Shareholder Eilis Ferran: The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making 8: The Auditors John C. Coffee, Jr.: Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms Werner F. Ebke: 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 Jeffrey N. Gordon: An American Perspective on Anti-Takeover Laws in the EU: The German Example Allen Ferrell: Why Continental European Takeover Law Matters Joseph A. McCahery, Luc Renneboog, Peer Ritter, and Sascha Haller: The Economics of the Proposed European Takeover Directive Marco Becht: Reciprocity in Takeovers 10: The Proposed Break-Through Rule John C. Coates IV: Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be? Peter O. Mulbert: 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 Mike Burkart and Fausto Panunzi: Mandatory Bids, Squeeze-Out, Sell-Out and the Dynamics of the Tender Offer Process Luca Enriques: 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

Reviews

the book achieves that purpose, often offering valuable insights and views from those close to the reforms... there are many useful essays in the book. James A. Fanto, Brooklyn Law School

Author Information

Guido A. Ferrarini is Professor of Law at the University of Genoa and Director of the Centre for Law and Finance. Klaus J. Hopt is Professor of Law and Director of the Max Planck Institute for Foreign Private and Private International Law, Hamburg. Jaap Winter is partner at the Dutch law firm De Brauw Blackstone Westbroek and Professor of International Company Law at the Erasmus University, Rotterdam. Eddy Wymeersch is Chairman of the Banking Finance and Insurance Commission, Belgium; cochair of the CESR-ECB, working on clearing and settlement; member of the Committees of European Securities Regulators (CESR), and Part time Professor of Commercial Law, University of Ghent.

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