Bücher der Reihe International Corporate Law and Financial Market Regulation

The EU and the US responded to the global financial crisis by changing the rules for the functioning of financial services and markets and by establishing new oversight bodies. With the US Dodd-Frank Act and numerous EU regulations and directives now in place, this book provides a timely and thoughtful explanation of the key elements of the new regimes in both regions, of the political processes which shaped their content and of their practical impact. Insights from areas such as economics, political science and financial history elucidate the significance of the reforms. Australia's resilience during the financial crisis, which contrasted sharply with the severe problems that were experienced in the EU and the US, is also examined. The comparison between the performances of these major economies in a period of such extreme stress tells us much about the complex regulatory and economic ecosystems of which financial markets are a part.

This book discusses the insolvent entity problem, arising when companies within corporate groups and networks are unable to pay personal injury victims in full. It provides arguments for rules extending liability for personal injuries beyond insolvent entities especially in cases of mass wrongdoing such as asbestos exposure and defective pharmaceuticals.

Big Tech has flourished on the US public markets in recent years with numerous blue-chip IPOs, from Google and Facebook, to new kids on the block such as Snap, Zoom, and Airbnb. A key trend is the burgeoning use of dual-class stock. Dual-class stock enables founders to divest of equity and generate finance for growth through an IPO, without losing the control they desire to pursue their long-term, market-disrupting visions. Bobby Reddy scrutinises the global history of dual-class stock, evaluates the conceptual and empirical evidence on dual-class stock, and assesses the approach of the London Stock Exchange and ongoing UK regulatory reforms to dual-class stock. A policy roadmap is presented that optimally supports the adoption of dual-class stock while still protecting against its potential abuses, which will more effectively attract high-growth, innovative companies to the UK equity markets, boost the economy, and unleash the true potential of 'founders without limits'.

This is the first book to provide a comparative and critical analysis of why and how six corporate mechanisms - (1) sustainability reporting; (2) board gender diversity; (3) constituency directors; (4) stewardship codes; (5) directors' duty to act in the company's best interests; and (6) liability on companies, shareholders and directors - have been or can be used to promote sustainability in the four leading common law jurisdictions in Asia (Singapore, Hong Kong, India and Malaysia). A central challenge is, whether and if so, how the corporate mechanisms should be reconceptualised to promote sustainability in an environment that is characterised by controlling shareholders, particularly the government in state-owned enterprises. Because controlling shareholders are the norm for the majority of the world's companies, and state-owned enterprises play a significant role, this book has important insights on the problems and prospects of advancing sustainability in concentrated and mixed ownership jurisdictions.

This book, which challenges and deepens one's understanding of the key issues concerning shareholders, will appeal to a broad audience, ranging from students and scholars to judges, policy makers and regulators of comparative company law, comparative corporate governance, comparative securities regulation, private law, and Asian jurisdictions.

Designed to enhance our understanding of the development of contemporary corporate fiduciary law. This book explores the foundations of the ideas and concepts that structure modern corporate fiduciary law and explains the drivers of the diverging approaches taken in the US and UK.

A collection of cutting-edge research from leading law and finance scholars that provides a comprehensive look at the challenges legislators face in regulating related party transactions in a socially beneficial way. This work will appeal to scholars, policymakers, and graduate students interested in the much-debated area of corporate governance.

Corporate governance is currently one of the key topics for legislation, practice and academia across the world. Comparative Corporate Governance combines current scholarship in law and economics with the expertise of local corporate governance specialists from twenty-three countries in a must-have for corporate lawyers, regulators and academics.

On the one hand, it can be argued that the increasing economic and political interdependence of countries has led to the convergence of national legal systems. On the other hand, advocates of the counterhypothesis maintain that this development is both unrealistic and unnecessary. Mathias M. Siems examines the company law of the UK, the USA, Germany, France, Japan and China to see how this issue affects shareholder law. The author subsequently analyses economic and political factors which may or may not lead to convergence, and assesses the extent of this development. Convergence of Shareholder Law not only provides a thorough comparative legal analysis but also shows how company law interconnects with political forces and economic development and helps in evaluating whether harmonisation and shareholder protection should be enhanced.

This comparative examination of the derivative action in Asia explores its function, history and practical application in seven jurisdictions. The analysis by leading corporate law scholars of one of the most important corporate governance mechanisms in Asia will benefit corporate lawyers, business executives and corporate law and governance scholars.

This multidisciplinary analysis of governance structures for international finance critiques the national approach to the regulation of global financial markets, provides a new reading of the causes of the global financial crisis, and proposes a new governance system to stabilise the international financial system and promote open global markets.

Joan Loughrey's examination of the corporate governance role of corporate lawyers in the UK offers an analysis of the changing structure of the legal profession from an ethical, legal and regulatory perspective. Developments in the USA, Canada and Australia are also taken into account.

Pierre Schammo provides a topical analysis of EU prospectus law (including the 2010 amendments to the Prospectus Directive) and the new rules governing the European Securities and Markets Authority. He also breaks new ground on regulatory competition by offering a contextual analysis of the negotiations of the Prospectus Directive.

This volume analyses some of the main issues in European Corporate Governance. Its key features (empirical analysis based on new data of pivotal topics in CG; European viewpoint; development of clear policy implications from leading European experts) make it a reference point in both the academic and the policy debate.

Sol Picciotto overturns common myths about the unregulated market economy, showing how large corporations are closely linked with states and how regulation generally reinforces corporate power. Multinational corporations exploit jurisdictional interactions especially using havens and the offshore system, and the complex networks of law and regulation thereby forged are analysed.

Andrew Johnston examines EC regulation of national corporate governance systems through the lenses of economic theory and reflexive governance. By contrasting the normative demands of the neoclassical 'agency' model with those of the productive coalition model, he shows how their incompatibility required political compromise. Reflexive governance theory is then used to explain how progress has been possible. Through detailed analysis of both case law and positive regulation, the author highlights the move from positive to negative integration; the benefits as well as the limits of regulatory competition; and the significant role of reflexive techniques in both preventing market failure and enabling positive integration to proceed. The workable compromise that has emerged between market integration and continued regulatory diversity at national level demonstrates that procedural regulation can steer autonomous social subsystems towards greater responsibility and a better articulation of the public good.

The economic importance of the non-profit sector is growing, and, as a result, so is the interest from legal scholars, economists and politicians. Written by experts from the USA and Europe, the essays in this book form an interdisciplinary discussion focussing on aspects of comparative corporate governance for non-profit organisations.