Corporate boards play a central role in corporate governance and therefore are regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards, considerable differences remain, not only in detail, but...

Corporate governance of banks and other financial institutions differs considerably from general corporate governance. For financial institutions the scope of corporate governance goes beyond the shareholders (equity governance) to include debtholders, insurance policy holders and other...

The duty of loyalty is highly developed in Anglo-American countries, while in continental European countries it has only received more hesitant attention. Yet more recently there are tendencies to more convergence. They stem from company law scholarship, but also from more institutionally driven...

This paper contains the views of the European Company Law Experts (ECLE) on the future of European company law. The paper accompanies the responses of the European Company Law Experts to the European Commission's Consultation on the future of European Company Law of spring 2012. In the first...

Corporate governance of banks differs considerably from general corporate governance. For banks the scope of corporate governance goes beyond the shareholders (equity governance) to include debtholders (debt governance). From the perspective of bank supervision debt governance is the primary...

This paper constitutes the European Company Law Experts' response to the European Commission's Green Paper “The EU Corporate Governance Framework”. The paper contains responses to the individual questions put forward by the Commission as well as an introductory statement. In this statement...

Trust in the independence of auditors is essential for the functioning of markets. If auditors are not independent or not believed to be independent, transaction costs will rise. In our view, structural weaknesses currently impair auditor independence. We therefore put forward several reform...

Currently, the Council of the European Union is negotiating the European Commission's recent proposal on cross-border mobility. This paper provides an overall assessment based on the proposal's central pillars: freedom of establishment and protection of the interests of creditors, shareholders,...