Corporate scandals have hit on both sides of the Atlantic, but the public's reaction to them has been much stronger in the United States than in Europe. This comment first speculates on what accounts for this difference in the reaction on the two continents. Part III provides an account of...

If corporate law matters to corporate governance and finance, then in order to assess its quality in any given country, one must look at corporate law off the books, i.e., the characteristics of corporate law as applied by judges and other relevant public officials. This paper, after speculating...

This essay first describes the differences in the ownership structure of companies in the three main economies of continental Europe - Germany, France, and Italy - with comparisons to the United States and the United Kingdom. Next, it summarizes the corporate governance issues that arise in...

The article critically evaluates the mandatory bid rule in the new EC Takeover Directive. It questions and the rationale and the effectiveness of this central feature in light of the wide discretion left to the Member States, in particular regarding the permissibility of defensive measures, and...

According to the new proposal for an EC takeover directive, anyone acquiring control of a listed company is required to make a bid, to be addressed to all holders of securities for all their holdings at a price at least equal to the highest price paid in the period preceding the acquisition,...

This article presents a critical economic analysis of the European Union's legal capital rules as codified by the Second Directive. Professors Enriques and Macey explore the fundamental differences between United States and European Union approaches to the conflict between fixed and equity...

The paper focuses on a specific kind of potentially asset-diverting behavior on the part of company directors, self-dealing transactions, providing a comparative analysis of the legal tools employed in the United States, the United Kingdom, Italy, France, and Germany in order to regulate them....

Current conflict of laws rules contained in European Community securities laws mainly bundle the choice of applicable securities laws with the issuer's registered office, while leaving some regulatory aspects to the law of the market where the issuer's securities are admitted to trading. Our...

The European Union has a tradition of national securities laws significantly differing from each other. Regulatory idiosyncrasies largely remain today despite recent efforts aiming at more comprehensive harmonisation. In addition, in important respects, the current conflict of laws rules...