Capital Markets and Company Law

This book investigates the relationship between company law, securities markets and securities regulation. The purpose of this investigation is to try and determine whether listed companies should be treated differently by company law from other companies. The issues here raise questions about corporate governance, the relative power of regulators and markets and the effect of market forces on regulators.

Zusatztext ... this publication is to be welcomed for its propitious timing. It affords us the opportunity to reflect on recent developments in the United Kingdom against a broader international context. Informationen zum Autor Klaus Hopt is the Director of the Max Planck Institute for Foreign Private and Private International Law in Hamburg, Germany . He has been a Professor in Tuebingen, Florence, Bern, Munich, and a visiting Professor in the University of Pennsylvania, EUI Florence, Paris I / Sorbonne, Kyoto University, Univeriste Libre de Bruxelles, Geneva, Tokyo University, University of Chicago, and New York University. He was a judge at the Court of Appeals of Stuttgart from1981-1985, and a member of the International Faculty of Corporate and Capital Market Law. He has also been a member of the German Take-over Commission, the Deputation Deutscher Juristentag, the Group of high Level Experts on Company Law, and of the European Commission. He has been an expert for the GermanParliament, for various German Ministries, for Bulgaria, and for the World Bank.Eddy Wymeersch is Professor of Commercial Law, University of Ghent, Belgium, where he teaches company law, securities regulation and banking law. He is a consultant to the EC Commission, the World Bank, and the IFC. He is a member of the corporate governance commission of the Brussels Stock Exchange, and Chairman of the Simpler Legislation for the Internal Market working party on the 1st and 2nd directive. He also acts as advisor to the Belgian Government, as a member of the Legislative Branchof the Council of State. He is a member of the Board of the National Bank of Belgium, and the Belgian Corporate Governance Commission. He was Chairman of the Board of Brussels International Airport Company, and adviser on governance issues to several listed BelgianCompanies. Klappentext In the specially adapted and updated versions of the papers given at the Siena Conference of March 2000, the contributors attempt to investigate the relationship between company law, securities markets and securities regulation, or 'Capital Market Law'. This is an interdisciplinary project, involving scholars and practitioners of law and economics, policy makers, and corporate finance and management specialists from both sides of the Atlantic. It illustrates the increasing competitive pressure under which regulatory systems are developing, driven by market forces and regulatory competition. As markets are increasingly moulding the framework, the question arises to what extent a global regulatory system is being developed. European company law harmonization will increasingly have to take account of these market forces. Zusammenfassung This work investigates the relationship between company law, securities markets and securities regulation in order to try and determine whether listed companies should be treated differently by company law from other companies. The issues raise questions about corporate governance, the relative power of regulators and markets and more. Inhaltsverzeichnis 1. FACTS AND FIGURES; 1.1 The Equity Markets, Ownership Structures and Control: Towards an International Harmonisation?; 1.2 Recent Developments in the Market for Markets for Financial Instruments; 1.3 European Disclosure for the New Millennium; 2. LEGAL CAPITAL; 2.1 The Rules of Capital Under Pressure of the Securities Markets; 2.2 Legal Capital Rules and Modern Securities Markets - The Case for Reform, as Illustrated by the UK Equity Markets; 2.3 Legal Capital Rules and the Structure of Corporate Law: Some Observations on the Differences Between European and US Approaches; 3. DISCLOSURE AND ACCOUNTING; 3.1 Financial Disclosure and Accounting; 3.2 The Impact of Transparency Regulation on Company Law; 3.3 Audit Within the Framework of Corporate Governance; 4. CORPORATE GOVERNANCE AND SHAREHOLDER VALUE; 4.1 Shareholder Value and...

Autorentext
Klaus Hopt is the Director of the Max Planck Institute for Foreign Private and Private International Law in Hamburg, Germany . He has been a Professor in Tuebingen, Florence, Bern, Munich, and a visiting Professor in the University of Pennsylvania, EUI Florence, Paris I / Sorbonne, Kyoto University, Univeriste Libre de Bruxelles, Geneva, Tokyo University, University of Chicago, and New York University. He was a judge at the Court of Appeals of Stuttgart from 1981-1985, and a member of the International Faculty of Corporate and Capital Market Law. He has also been a member of the German Take-over Commission, the Deputation Deutscher Juristentag, the Group of high Level Experts on Company Law, and of the European Commission. He has been an expert for the German Parliament, for various German Ministries, for Bulgaria, and for the World Bank. Eddy Wymeersch is Professor of Commercial Law, University of Ghent, Belgium, where he teaches company law, securities regulation and banking law. He is a consultant to the EC Commission, the World Bank, and the IFC. He is a member of the corporate governance commission of the Brussels Stock Exchange, and Chairman of the Simpler Legislation for the Internal Market working party on the 1st and 2nd directive. He also acts as advisor to the Belgian Government, as a member of the Legislative Branch of the Council of State. He is a member of the Board of the National Bank of Belgium, and the Belgian Corporate Governance Commission. He was Chairman of the Board of Brussels International Airport Company, and adviser on governance issues to several listed Belgian Companies.

Klappentext

In the specially adapted and updated versions of the papers given at the Siena Conference of March 2000, the contributors attempt to investigate the relationship between company law, securities markets and securities regulation, or 'Capital Market Law'. This is an interdisciplinary project, involving scholars and practitioners of law and economics, policy makers, and corporate finance and management specialists from both sides of the Atlantic. It illustrates the increasing competitive pressure under which regulatory systems are developing, driven by market forces and regulatory competition. As markets are increasingly moulding the framework, the question arises to what extent a global regulatory system is being developed. European company law harmonization will increasingly have to take account of these market forces.

Inhalt

1. FACTS AND FIGURES; 1.1 The Equity Markets, Ownership Structures and Control: Towards an International Harmonisation?; 1.2 Recent Developments in the Market for Markets for Financial Instruments; 1.3 European Disclosure for the New Millennium; 2. LEGAL CAPITAL; 2.1 The Rules of Capital Under Pressure of the Securities Markets; 2.2 Legal Capital Rules and Modern Securities Markets - The Case for Reform, as Illustrated by the UK Equity Markets; 2.3 Legal Capital Rules and the Structure of Corporate Law: Some Observations on the Differences Between European and US Approaches; 3. DISCLOSURE AND ACCOUNTING; 3.1 Financial Disclosure and Accounting; 3.2 The Impact of Transparency Regulation on Company Law; 3.3 Audit Within the Framework of Corporate Governance; 4. CORPORATE GOVERNANCE AND SHAREHOLDER VALUE; 4.1 Shareholder Value and the Modernisation of European Corporate Law; 4.2 Shareholder Value, Company Law and Securities Markets Law: A British View; 4.3 Corporate Governance in Germany; 4.4 Impact of the Takeovers and Their Regulation on French Company Law and Practice; 4.5 Shareholder Value: A New Standard for Company Conduct; 4.6 Sh…