Reforming Company and Takeover Law in Europe

Guido A. Ferrarini is Professor of Law at the University of Genoa and Director of the Centre for Law and Finance. Klaus J. Hopt is Professor of Law and Director of the Max Planck Institute for Foreign Private and Private International Law, Hamburg. Jaap Winter is partner at the Dutch law firm De Brauw Blackstone Westbroek and Professor of International Company Law at the Erasmus University, Rotterdam. Eddy Wymeersch is Chairman of the Banking Finance and Insurance Commission, Belgium; cochair of the CESR-ECB, working on clearing and settlement; member of the Committees of European Securities Regulators (CESR), and Part time Professor of Commercial Law, University of Ghent.

PART I: A FRAMEWORK FOR A MODERN COMPANY AND TAKEOVER LAW IN EUROPE: COMMON REGULATORY ISSUES ; 1. The Need for a Regulatory Framework: ; EU Company Law at the Cross-Roads ; An Agenda for Reform: Company and Takeover Law in Europe ; Trusteeship and Conflicts of Interest in Corporate, Banking and Agency Law Toward Common Legal Principles for Intermediaries in the Modern Service-Oriented Society ; 2. Regulation of Corporate Governance, in Particular Disclosure ; Disclosure and Corporate Governance: An Overview Essay ; Disclosing Disclosure: Europe's Winding Road to Competitive Standards of Publication of Company-Related Information ; 3. Modern Company Law-Making ; About Techniques of Regulating Companies in the European Union ; PART II: CORPORATE GOVERNANCE: INSIDE THE CORPORATION ; 4. Board Structure, in Particular the Role of Non-Executive and Supervisory Directors ; Post-Enron Developments in the United Kingdom ; Corporate Scandals Across the Globe: Regulating the Role of the Director ; 5. The Remuneration of Executive and Non-Executive Directors ; Executive Remuneration and Corporate Governance in the EU: Convergence, Divergence, and Reform Perspectives ; Accounting for Share-Based Remuneration ; 6. The Responsibility of the Management and of the Board and Its Enforcement ; The Responsibility of the Management and Its Enforcement ; 7. The Role of the Shareholder ; The Role of the Shareholder in Internal Corporate Governance: Shareholder Information, Communication and Decision-Making ; 8. The Auditors ; Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms ; Corporate Governance and Auditor Independence: The Battle of the Private Versus the Public Interest ; PART III: CORPORATE GOVERNANCE: THE MARKET FOR CORPORATE CONTROL AND THE LEVEL PLAYING FIELD ; 9. American Experience and EU Perspectives ; An American Perspective on Anti-Takeover Laws in the EU: The German Example ; Why Continental European Takeover Law Matters ; The Economics of the Proposed European Takeover Directive ; Reciprocity in Takeovers ; 10. The Proposed Break-Through Rule ; Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be? ; Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive? ; 11. Mandatory Bids, Squeeze-Outs and Similar Transactions ; Mandatory Bids, Squeeze-Out, Sell-Out and the Dynamics of the Tender Offer Process ; The Mandatory Bid Rule in the Proposed EC Takeover Directive: Harmonization as Rent-Seeking? ; Annex 1: Commission of the European Communities Modernising Company Law and Enhancing Corporate Governance in the European Union A Plan to Move Forward (21 May 2003) ; Annex 2: Report of the High Level Group of Company Law Experts on Issues Related to Takeover Bids (10 January 2002) ; Annex 3: Report of the High Level Group of Company Law Experts on a Modern Regulatory Framework for Company Law in Europe (4 November 2002) ; Cases ; Index