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

The economic importance of the non-profit sector is growing rapidly in the USA and Europe. However, the law has not kept abreast with its development. The European Court of Justice has extended certain freedoms of the EC Treaty to non-profit organisations, and more case law is expected to follow in the near future, but the observations, theories, solutions and legal and non-legal rules in this field are manifold. The chances of harmonising the law on a European level are slim. Despite these differences, a common core of international corporate governance problems and regulatory solutions can be seen. This volume of essays brings together a variety of international experts from both corporate governance and governance of non-profit organisations to compare the two areas and explore the lessons that can be learned regarding comparative corporate governance for non-profit organisations.

Contributors

Helmut K. Anheier, 
John A. Edie, 
Christoph Mecking, 
Henry Hansmann, 
Richard Steinberg, 
James Fishman, 
Hubert Picarda, 
Thomas von Hippel, 
Tymen J. van der Ploeg, 
Katrin Deckert, 
Zoltán Csehi, 
Kateřina Ronovská, 
Knut B. Pißler, 
Evelyn Brody, K
laus J. Hopt, 
Robert Atkinson, 
Rainer Hüttemann, 
Peter Luxton, 
W. J. M. van Veen, 
Carsten Carstensen, 
Maximilian Haag, 
Andreas Richter, 
Carl Hemström, 
Sören Friis Hansen, 
Susanne Kalss, 
Thomas Sprecher, 
Stanley Siegel, 
Greyham Dawes, 
Richard Fries, 
John D. Colombo, 
Rainer Walz

The harmonisation of company law has always been on the agenda of the European Union. Besides the protection of third parties affected by business transactions, the founders had two other objectives: first, promoting freedom of establishment, and second, preventing the abuse of such freedom. In fact, the fear of the Netherlands becoming the ‘Delaware of Europe’ (in terms of competition among Member States) seemed real, until, ironically, at the beginning of the 21st century, it was the privilege of the Dutch (and the Danish) state to fail in making the abuse argument before the European Court of Justice. The Court was apparently at ease since comparative law research had shown that the U.S. model of state competition was more fruitful than harmful: Delaware had, among U.S states, developed the most sophisticated corporate law, and nurtured the country’s most experienced company law judges. Therefore the Commission felt ready to refocus its company law strategy. On the basis of the so-called Winter Group Report, it wrote its Company Law Action Plan, which was issued on 21 May 2003. Now, six years later, a revisit is appropriate. In this volume researchers of the Jan Ronse Institute for Company law of the Katholieke Universiteit Leuven present five papers on the main priorities of the Action Plan: capital and creditor protection, corporate governance, one share one vote, financial reporting, and corporate mobility. The book also includes responses and ensuing discussions by reputed European company law experts. The conclusion of the book is written by Jaap Winter.

The business corporation is one of the greatest organizational inventions, but it creates risks both for shareholders and for third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from foreign experiences and adapt their regulatory regimes to them. In the last three decades, this approach has led to a stream of corporate and capital market law reforms unseen before. Corporate governance, the system by which companies are directed and controlled, is today a key topic for legislation, practice, and academia all over the world. Corporate scandals and financial crises have repeatedly highlighted the need to better understand the economic, social, political, and legal determinants of corporate governance in individual countries. Comparative Corporate Governance furthers this goal by bringing together current scholarship in law and economics with the expertise of local corporate governance specialists from twenty-three countries.

Contributors

Andreas M. Fleckner, 
Klaus J. Hopt, 
Jennifer G. Hill, 
Junhai Liu, 
Knut B. Pissler,
 Wen-Yeu Wang, 
Wang-Ruu Tseng, 
Nobuo Nakamura, 
Susanne Kalss, 
Alexia Autenne, 
Jan S. Christensen, 
Jukka T. Mähönen, 
Pierre-Henri Conac, 
Lado Chanturia, 
George Jugeli, 
Hanno Merkt, 
Péter J. Nikolicza, 
Isabelle Corbisier, 
Jaron van Bekkum, 
Steven Hijink, 
Michael Schouten, 
Jaap Winter, 
Beate Sjåfjell, 
Cecilie Kjelland, 
Stanislaw Soltysiński, 
Jorge M. Coutinho de Abreu, 
José A. García-Cruces González, 
Ignacio Moralejo Menéndez, 
Peter V. Kunz, 
Marc T. Moore, 
Raúl A. Etcheverry, 
Rafael M. Manóvil, 
Nelson Eizirik, 
Ana C. Weber, 
Arthur R. Pinto, 
Franklin A. Gevurtz

Much of the history of corporate law has concerned itself not with shareholder power, but rather with its absence. Yet, as this Handbook shows, there have been major shifts in capital market structure that require a reassessment of the role and power of shareholders. This book provides a contemporary analysis of shareholder power and considers the regulatory consequences of changing ownership patterns around the world. Leading international scholars in corporate law, governance and financial economics address these central issues from a range of different perspectives including historical, contemporary, legal, economic, political and comparative.

Contributors

S. Bainbridge, M. Becht, M. Belcredi, M.M. Blair, J.C. Coates, J.D. Cox, P. Davies, P.H. Edelman, T. Eguchi, L. Enriques, G. Ferrarini, F. Ferri, M. Filippelli, J. Franks, G.S. Geis, R.J. Gilson, J.N. Gordon, E. Gorga, J. Grant, L. Guo, G. Heng, J.G. Hill, K.S. Kim, L.L. Lan, R.W. Masulis, C. Mayer, F. Partnoy, P.K.Pham, E. Pikulina, D. Puchniak, L. Renneboog, W.G. Ringe, Z. Shishido, M.M. Siems, R.S. Thomas, R.B. Thompson, U. Varottil, H. Wells, J. Zein

The past two decades has witnessed unprecedented changes in the corporate governance landscape in Europe, the US and Asia. Across many countries, activist investors have pursued engagements with management of target companies.

More recently, the role of the hostile activist shareholder has been taken up by a set of hedge funds. Hedge fund activism is characterized by mergers and corporate restructuring, replacement of management and board members, proxy voting, and lobbying of management. These investors target and research companies, take large positions in `their stock, criticize their business plans and governance practices, and confront their managers, demanding action enhancing shareholder value.

This book analyses the impact of activists on the companies that they invest, the effects on shareholders and on activists funds themselves. Chapters examine such topic as investors' strategic approaches, the financial returns they produce, and the regulatory frameworks within which they operate. The chapters also provide historical context, both of activist investment and institutional shareholder passivity. The volume facilitates a comparison between the US and the EU, juxtaposing not only regulatory patterns but investment styles.

Contributors:

John Armour, University of Oxford
Dan Awrey, University of Oxford
Douglas Baird, University of Chicago
Lucian A. Bebchuk, Harvard Law School
Marco Becht, University of Brussels
Bernard S. Black, Northwestern University School
William W. Bratton, University of Pennsylvania Law School
Alon Brav, Duke University
Brian Cheffins, University of Cambridge
Douglas Cumming, York University
Peter Cziraki, University of Toronto
Na Dai, SUNY Albany
Jill E. Fisch, University of Pennsylvania
Julian Franks, London Business School
Stuart Gillan, University of Georgia
Henry T.C. Hu, University of Texas
Robert J. Jackson,Jr., Columbia University
Wei Jiang, Columbia University
Sofia A. Johan, York University
Marcel Kahan, New York University Law School
Steven N. Kaplan, University of Chicago
April Klein, New York University
Kai Li, University of British Columbia
Colin Mayer, University of Oxford
Joseph A. McCahery, Tilburg University Law School
Frank Partnoy, San Diego University
Ludovic Phalippou, University of Oxford
Robert K. Rasmussen, University of Southern California
Luc Renneboog, Tilburg University
Edward Rock, University of Pennsylvania Law School
Stefano Rossi, Purdue University
Per Strömberg, Stockholm School of Economics
Peter G. Szilagyi, University of Cambridge
Laura T. Starks, University of Texas
Randall Thomas, Vanderbilt University
Erik P.M. Vermeulen, Tilburg University
Wei Wang, Queen's School of Business
Michael L. Wachter, University of Pennsylvania
Emanuel Zur, University of Maryland

The financial crisis of 2007–9 revealed serious failings in the regulation of financial institutions and markets. Prompting a fundamental reconsideration of the design of financial regulation, the financial system has become ever more complex and interconnected, and the pace of evolution continues to accelerate. It is now clear that regulation must focus on the financial system as a whole, but this poses significant challenges for regulators. This book describes how to address those challenges. Examining the subject from a holistic and multidisciplinary perspective, the book considers the underlying policies and the objectives of regulation by drawing on economics, finance, and law methodologies. The volume examines regulation in a purposive and dynamic way by framing the book in terms of what the financial system does, rather than what financial regulation is. By analysing specific regulatory measures, the book provides readers with the opportunity to assess regulatory choices on specific policy issues and encourages critical reflection on the design of regulation.