This paper presents a simple model of takeover regulation in a federal system. The theory has two parts. First, the model predicts that the rules applicable at more general political levels will be more favorable to takeover bids than will the rules applicable at local levels. The reason is that...

This is a Chapter contributing to the Research Handbook on Executive Compensation. In the quest for possible causes of the recent financial crisis, commentators often argue that bank executives had poor incentives. Critics claim, in particular, that executive compensation was not properly...

The controversial and long-awaited Commission Proposals to revise the cornerstone Markets in Financial Instruments Directive 2004 (MiFID I) were presented in October 2011. This article places this important reform (MiFID II) in context by examining the impact of MiFID I since its application to...

In this paper, I tackle the question whether one share - one vote should become a European law rule. I examine, first of all, the economic theory concerning one share - one vote and its optimality, and the law and economics literature on dual class recapitalizations and other deviations from one...

The scenario of trading venues has undergone significant reforms and transformation over the last twenty years. Particularly in the European Union, through integration — at a firm level — and consolidation — at a geographical level — traditional financial exchanges have developed into...

After the 2008 financial crisis, over-the-counter derivatives markets were closely examined and determined to be a contributing factor. At the time, the four primary concerns with the derivatives markets were: (1) the limited number of interconnected market players, which raised the risk of...

In this paper we argue that, as market mechanisms have worked acceptably well and there has been no investor protection crisis, ICOs and IEOs have so far failed to offer arguments in favour of a mandatory prospectus-like regime. Investors in the blockchain space know where to get information and...

This article considers the regulation “on the books” of executive pay across the EU and the evidence “in action” on corporate practice concerning executive pay (based on disclosures by FTSE Eurofirst 300 companies) in relation to the best practice recommendations set out in two key...

EU policy in the area of corporate governance and capital markets is being reoriented. Harmonization is less frequently seen as a concept in company law; regulatory competition is on the rise; and experiments in soft law are being carried out. Several Member States have recently reformed their...