This paper is the introductory chapter of Luca Enriques and Tobias Tröger (eds.), The Law and Finance of Related Party Transactions (Cambridge University Press: forthcoming). Its goal is to sketch out the individual chapters' contributions to the scholarly and policy debates on the adequate...

This Report, the work of the "Reflection Group on the Future of EU Company Law" set up by the European Commission in December 2010, addresses current problems and trends in EU company law and makes recommendations for legislative initiatives to be undertaken at the EU level. The Report, after...

This essay first shows how the 1998 Consolidated Act on Financial Intermediation (TUIF) and subsequent reforms strengthened the role of Consob (the Italian S.E.C.). It argues that the TUIF greatly enhanced Consob's powers and role in the Italian securities market. Later reforms went in the same...

Unlike the US, the European Union has a tradition of national securities laws significantly differ-ing from each other. Regulatory idiosyncrasies largely remain today despite recent efforts aiming at more comprehensive harmonization. In addition, in important respects, the current conflict of...

Facilitating cross-border mergers and acquisitions has long been one of the objectives of European company law directives and regulations. This short essay shows that the current European legal framework unnecessarily raises the transactions costs to be incurred when the acquirer aims both to...

This paper advocates a takeover-neutral legal framework for shareholding disclosure. After showing how the laws on securities custody may affect shareholding disclosure, it summarises the state of the art of shareholder identification and ownership disclosure in some major jurisdictions. Next,...

In 1999 the European Commission launched an ambitious plan to integrate EU financial markets through law: the Financial Services Action Plan (the FSAP). The FSAP, which mainly focused on financial services, securities regulation and company law issues, was implemented in the following five years...

The European framework for creditor protection has undergone a remarkable transformation in recent years. While the ECJ's Centros case and its progeny have introduced free choice with respect to the State of incorporation, and hence the substantive company law regime, the European Insolvency...

Dual class shares and the anticompetitive effects of common ownership are two of the most discussed corporate governance issues of our time. In this Article, we identify a hidden connection between them, which allows us to derive policy implications that are relevant for both.The traditional...

This essay takes stock of the corporate governance reform efforts Italian policymakers have engaged in since the beginning of the 1990s. After describing the reform process and its drivers (a concern for Italian equity markets’ attractiveness in an increasingly competitive and global...