This paper sheds light on a structural problem affecting all M&A laws: deals are complex and unique, while the law is general. In particular, target companies have a particular ownership structure that must fit the paradigm contemplated by the law, which in the European Union consists almost...

European corporate law and corporate governance are moving ahead beyond expectation. Some British voices called this “a renaissance in the past decade”. In December 2012, the European Commission came forward with an Action Plan that combines both corporate law and corporate governance rules...

This paper contains the European Company Law Experts' response to one of the main issues raised in the European Commission's Action Plan of 12 December 2012, namely how to make corporate governance codes more effective. The concept of “codes' effectiveness” has two meanings: effectiveness of...

This article examines the decades-long decline of investor protections enshrined in the Securities Act of 1933, most notably Section 11, which imposes near strict liability on corporate insiders and certain secondary actors, primarily underwriters. The provision, the most potent in the federal...

We take into consideration an innovative database of observations, focusing its attention on European data of different countries since the beginning of the Euro area. Our study introduces new control variables to the state variables used by Fama and French. This research considers the impact of...

In this paper, we set forth a scoreboard for dealing with those risks that arise from the governance of any organization. Firstly, we introduce the subject of governance risks and, secondly, we move on to a cardinal index that not only measures up governance performance but also provides with a...

In this paper we build a new and meaningful shareholder protection index for five countries and code the development of the law for over three decades. Attributing and comparing legal differences by numbers is contrary to the traditional way of doing comparative law and the use of a quantitative...

Aus dem weiten Spektrum ökonomisch relevanter Fragen, die die europäische Integration und das Gesellschaftsrecht verbinden, soll hier diejenige herausgegriffen werden, ob sich die nationalen Corporate-Governance-Systeme in den großen europäischen Volkswirtschaften Deutschlands, Frankreichs...

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...

Islamic Finance has been growing at annual double-digit rates for about 40 years although even in conservative Islamic countries the Sharia with its prohibition of interest (ribâ) is not directly applicable law. Islamic Finance is voluntary and encompasses all kinds of financial services that...