This book arises out of the second Anglo-German Law Conference in Oxford, held under the auspices of the Oxford Law Faculty and with the support of two leading law firms. The law regarding takeovers has recently taken on a new dimension in Europe, and nowhere more so than in England and Germany. These two jurisdictions have had to consider a number of issues, including the ramifications of the Vodafone/Mannesmann takeover, the proposed Takeover Act in Germany, and the impact of the Financial Services and Markets Act 2000 in England. This collection examines the law regarding takeovers in England and Germany, taking account of these new developments, among others. It also deals specifically with the issues arising from cross-border mergers between the two jurisdictions. This collection will be indispensable to practicing lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics in this field.

Contributors

JENNIFER PAYNE
PAUL L DAVIES
KLAUS J HOPT
PATRICK DRAYTON
THORSTEN PÖTZSCH
WILLIAM UNDERHILL
ANDREAS AUSTMANN
ULRICH BLECH
ROBERT STERN

Volume 1A covers corporate finance: how businesses allocate capital - the capital budgeting decision - and how they obtain capital - the financing decision. Though managers play no independent role in the work of Miller and Modigliani, major contributions in finance since then have shown that managers maximize their own objectives. To understand the firm's decisions, it is therefore necessary to understand the forces that lead managers to maximize the wealth of shareholders.

At the end of the twentieth century it was thought by many that the Anglo-American system of corporate governance was performing effectively and some observers claimed to see an international trend towards convergence around this model. There can be no denying that the recent corporate governance crisis in the US has caused many to question their faith in this view. This collection of essays provides a comprehensive attempt to answer the following questions: firstly, what went wrong - when and why do markets misprice the value of firms, and what was wrong with the incentives set by Enron? Secondly, what has been done in response, and how well will it work - including essays on the Sarbanes-Oxley Act in the US, UK company law reform and European company law and auditor liability reform, along with a consideration of corporate governance reforms in historical perspective. Three approaches emerge. The first two share the premise that the system is fundamentally sound, but part ways over whether a regulatory response is required. The third view, in contrast, argues that the various scandals demonstrate fundamental weaknesses in the Anglo-American system itself, which cannot hope to be repaired by the sort of reforms that have taken place.
 

Contributors

JOHN ARMOUR
JOSEPH A McCAHERY
RONALD J GILSON 
REINIER KRAAKMAN
DONALD C LANGEVOORT
DAVID A SKEEL, JR
SIMON DEAKIN
SUZANNE J KONZELMANN
PAOLO GIUDICI
JOHN C COFFEE, JR
LUCIAN ARYE BEBCHUK
WILLIAM W BRATTON
JAMES D COX
BERNARD BLACK
BRIAN CHEFFINS
MICHAEL KLAUSNER
RICHARD C NOLAN
PAUL DAVIES
KLAUS J HOPT
JOHN ARMOUR
GÉRARD HERTIG
JOSEPH A McCAHERY
EILÍS FERRAN
LUCA ENRIQUES