This paper intends to provide investors and businesses with an overview of the corporate governance, reporting and disclosure obligations of an Indian company, with the objective of assessing both the protections afforded to the investors by the corporate governance regime, as well as the costs...

On 25 October 2017, the Court of Justice handed down a judgment in the Polbud case (C-106/16). This is the result of three preliminary questions raised by the Polish SC. The facts in the case concern the Polish private limited liability company which wanted to transfer its registered office to...

The paper surveys the corporate opportunities doctrine in four jurisdictions: the US, the UK, Germany, and France. Our analysis enables us to trace the development of the doctrine, exposing the way in which certain models of dealing with a particular issue have arisen, and how these models have...

After providing an overview of the regulatory framework for early warning tools and informal non-collective preventive procedures focused on facilitating negotiations with creditors outlined in the draft restructuring directive, issued on November 22, 2016, this Article focuses on the...

This chapter sketches the history of EU Company Law, from its beginnings in the 1960s until today. Throughout all periods, EU company law harmonization was largely a top-down, technocratic project that was considered imperative to realize the common market. In other words, it was promoted mainly...

We set up a model to study how ownership structure, corporate law and employment law interact to set the incentives that influence the decision by the large shareholder or manager effectively controlling the firm to divert resources from minority shareholders and employees. We suggest that...

Shares are an instrumental phenomenon in law, finance and modern life. Much of corporate law revolves around shares and shareholders, but our current understanding of shares is in a troubling posture: it resorts to various frameworks – contract, property, trust, and fiduciary law – neither...

One of the measures foreseen in the Shareholder Rights Directive for enhancement of the rights of shareholders is the regulation of draft resolutions. The article addresses the central question of whether the extent of the implementation of the requirements regulating draft resolutions and their...

The fifth edition of Understanding Corporate Law has just been published by Carolina Academic Press. The book is designed to offer a clear and comprehensive treatment of key concepts in corporate law. Significant business, economic, and policy issues are highlighted in connection with a thorough...

This is a draft chapter for a forthcoming volume, “Cross Border Mergers Directive: EU Perspectives and National Perspectives”, edited by Thomas Papadopoulos (Springer). The chapter first describes how cross-border mergers are regulated in Italy, detailing the national rules implementing the...