Many believe that deliberative democracy, where individuals discuss alternatives before voting on them, should result in collectively superior outcomes because voters become better informed and decisions are justified using reason. These deliberations typically involve a moderator, however,...

This note presents my position regarding the hidden ownership schemes currently employed by the Schaeffler group to build up stakes in Continental AG in preparation for an unsolicited surprise cash-bid for Continental's shares. It summarizes the information publicly available on the Schaeffler /...

The last decade or so has witnessed a proliferation in the introduction of corporate organisational constructs to facilitate social enterprise across many European jurisdictions. The purpose of this paper is to investigate this phenomenon, and provide an (initial) analytical framework through...

At a time of such great turbulence, looking to the future directions of capital markets and their regulation in developed economies is a particularly risky business. We are in the midst of a great sea change.Nevertheless, there are several current, and readily observable, phenomena which are...

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...

Despite the ever-growing influence of shareholders in corporate governance, interested voting is a topic that has not been fully explored. While the law is attentive to transactions with a controlling shareholder, such transactions hardly cover all instances in which an interested shareholder...

The Trust Indenture Act prohibits a binding vote of bondholders to change any core term-principal amount, interest rate, or maturity date-of a bond issue. In this Article, I show how the prohibition on a collective action clause inhibits a troubled company's ability to reorganize outside of...

Many believe that deliberative democracy, where individuals discuss alternatives before voting on them, should result in collectively superior outcomes because voters become better informed and decisions are justified using reason. These deliberations typically involve a moderator, however,...

The use of equity derivatives to conceal economic ownership of shares (“hidden ownership”) is increasingly drawing attention from the financial community, as is the exercise of voting power without corresponding economic interest (“empty voting”). Market participants and commentators...