This paper contains the European Company Law Experts' response to the report of the European Commission of 28 June 2012 on the application of the Takeover Bids Directive of 2004 and the reform initiatives announced. For evaluating these initiatives the rationale of the mandatory bid rule is...

In this paper, we examine the inconclusive debate on regulatory competition in Europe. We demonstrate that the recent expansion in the EU company law has created archetypal underpinning for formation of regulatory competition: the ground-breaking "triptych" of the ECJ on Centros, Überseering,...

This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there...

This article addresses the proposition advanced by academic and press commentators that European corporation law promotes stockholder welfare better than its U.S. counterpart. Those who express that view often point to the stronger rights afforded to stockholders under the laws of the European...

I study company characteristics that are associated with shareholder value changes in the new legal form: Societas Europaea (SE). In an event study of 47 companies that announce to become SEs I find that companies that change their board structure from two-tier to one tier have 3.7 percentage...

In this Article we submit that the compensation structures at banks before the financial crisis were not necessarily flawed and that recent reforms in this area largely reflect already existing best practices. In Part I we review recent empirical studies on corporate governance and executive pay...

The worldwide integration of capital markets makes progress and has led both issuers and investors to being active on various markets on both sides of the Atlantic. In times of financial crises, this brings one question into the centre of attention which had not been discussed exhaustively...

Key points:• This article considers how the recent market turmoil affected national banking systems, thereby prompting state measures;• It describes the remuneration problems shown by the financial crisis: rewards for failure; short-term behaviour; inappropriate design of performance...

The role of outside directors is one of the key features in the transatlantic corporate governance debate. As their importance rises, their liability is also attracting attention. Since there are only a few cases internationally in which outside directors of listed companies have been held...

In each of the three largest economies with dispersed ownership of public companies - the United States, the United Kingdom, and Japan - hostile takeovers emerged under a common set of circumstances. Yet the national regulatory responses to these new market developments diverged substantially....