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Company Law and Financial Markets »

Book cover image of Company Law and Financial Markets by Klaus J. Hopt

Authors: Klaus J. Hopt (Editor), Eddy Wymeersch
ISBN-13: 9780199255580, ISBN-10: 019925558X
Format: Hardcover
Publisher: Oxford University Press, USA
Date Published: April 2003
Edition: (Non-applicable)

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Author Biography: Klaus J. Hopt

Klaus Hopt was the Director of the Max Planck Institute for Foreign Private and Private International Law in Hamburg, Germany from 1974 -1995. 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.

Book Synopsis

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.

Table of Contents

Figures
Tables
Cases
The Contributors
Pt. IFacts and Figures1
Ch. 1The Equity Markets, Ownership Structures and Control: Towards an International Harmonization?3
Ch. 2Recent Developments in the Market for Markets for Financial Instruments47
Ch. 3European Disclosure for the New Millennium87
Pt. IILegal Capital93
Ch. 4The Rules of Capital Under Pressure of the Securities Markets95
Ch. 5Legal Capital Rules and Modern Securities Markets - the Case for Reform, as Illustrated by the U.K. Equity Markets115
Ch. 6Legal Capital Rules and the Structure of Corporate Law: Some Observations on the Differences Between European and U.S. Approaches145
Pt. IIIDisclosure and Accounting151
Ch. 7Financial Disclosure and Accounting153
Ch. 8The Impact of Transparency Regulation on Company Law173
Ch. 9Audit Within the Framework of Corporate Governance199
App.: The Commission's Proposal to Modernize the Rules Governing the Independence of the Accounting Profession215
Pt. IVCorporate Governance and Shareholder Value221
Ch. 10Shareholder Value and the Modernization of European Corporate Law223
Ch. 11Shareholder Value, Company Law, and Securities Markets Law: A British View261
Ch. 12Corporate Governance in Germany289
Ch. 13Impact of Take-overs and their Regulation on French Company Law and Practice327
Ch. 14Shareholder Value: A New Standard for Company Conduct341
Ch. 15Shareholder Value: A New Standard for Company Conduct347
App.: Draft Statement of Directors' Duties353
Pt. VThe Institutional Investor355
Ch. 16The Changing Role of Institutional Investors - A German Perspective357
Ch. 17Cross-border Voting in Europe387
Ch. 18Institutional Investors and Corporate Governance: Solution or Problem?427
Ch. 19Optimism and Pessimism: Complementary Views on the Institutional Investors' Role in Corporate Governance449
Pt. VIThe Corporate Governance Recommendations459
Ch. 20Do Good Governance Recommendations Change the Rules for the Board of Directors?461
Ch. 21Do Good Governance Recommendations Change the Rules for the Board of Directors?493
Ch. 22Do Good Governance Recommendations Change the Rules for the Board of Directors?505
Ch. 23Do Good Governance Recommendations Change the Rules for the Board of Directors?517
Pt. VIIConflicts of Interest527
Ch. 24The Impact of Insider Trading Rules on Company Law529
Ch. 25An Institutional Innovation to Reduce the Agency Costs of Public Corporate Bonds: Changing the Role of the Trustee549
Ch. 26The Impact of Insider Trading Rules on Company Law565
Pt. VIIIGroups of Companies571
Ch. 27Do We Need a Law on Groups of Companies?573
Ch. 28Impact of the Financial Markets on Issues on Group Law601
Ch. 29Tunneling611
Ch. 30The Impact of Financial Markets on Issues of Group Law619
Pt. IXHarmonization of Company Law621
Ch. 31Harmonization in the Future of Company Law in Europe623
Ch. 32Thou Shalt Not Sow Thy Vineyard with Divers Seeds? The Case Against the Harmonization of Private Law639
Pt. XConvergence of Divergence661
Ch. 33The Rise of Dispersed Ownership: The Roles of Law and the State in the Separation of Ownership and Control663
Index743

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