This book examines reforms in company and takeover law, crucial to modern business and economics. The new European 13th directive on takeovers and its 'break-through' rule are discussed, as is the controversial level playing field for takeover activities all over Europe and from the United States. The volume provides comprehensive commentary and full text of the European Commission's new company law action plan. Issues including corporate disclosure, remuneration of directors, personal liability of board members, auditors, and conflicts of interest are also examined.

Zusatztext the book achieves that purpose! often offering valuable insights and views from those close to the reforms... there are many useful essays in the book. Informationen zum Autor 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; cochairof the CESR-ECB, working on clearing and settlement; member of the Committeesof European Securities Regulators (CESR), and Part time Professor of Commercial Law, Universityof Ghent. Klappentext This book examines reforms in company and takeover law, crucial to modern business and economics. The new European 13th directive on takeovers and its 'break-through' rule are discussed, as is the controversial level playing field for takeover activities all over Europe and from the United States. The volume provides comprehensive commentary and full text of the European Commission's new company law action plan. Issues including corporate disclosure, remuneration ofdirectors, personal liability of board members, auditors, and conflicts of interest are also examined. Zusammenfassung Examines reforms in company and takeover law, crucial to modern business and economics. In this volume, the new European 13th directive on takeovers and its 'break-through' rule are discussed, as is the controversial level playing field for takeover activities all over Europe and from the United States.

the book achieves that purpose, often offering valuable insights and views from those close to the reforms... there are many useful essays in the book.

Autorentext
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.

Inhalt
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