Company Law

Working Paper

Why Do Businesses Incorporate in Other EU Member States? An Empirical Analysis of the Role of Conflict of Laws Rules

Research in law, political science and economics has taken a strong interest in the way companies strategically incorporate in foreign jurisdictions. However, the empirical research about corporate mobility in the EU has so far been limited in...Read more

Carsten Gerner-Beuerle
Federico M. Mucciarelli
Mathias Siems
03 August 2017

Market Soundings: The Interaction between Securities Regulation and Company Law in the United Kingdom and Italy

Before deciding on operations involving share issuance or sale, companies or shareholders may seek to disclose information to selected investors, in order to gauge their opinion on the envisaged market operation. Such ‘market soundings’ risk...Read more

Stefano Lombardo
Federico M. Mucciarelli
03 August 2017

Opportunity Makes a Thief: Corporate Opportunities as Legal Transplant and Convergence in Corporate Law

The paper surveys the corporate opportunities doctrine in four jurisdictions: the US, the UK, Germany, and France. Our analysis enables us to trace the development of the doctrine, exposing the way in which certain models of dealing with a...Read more

Martin Gelter
Geneviève Helleringer
07 December 2017

Loyalty Shares with Tenure Voting - a Coasian bargain? Evidence from the Loi Florange Experiment

French listed companies can issue shares that confer two votes per share after a holding period of at least two years (loyalty shares with tenure voting rights). In 2014 the default rule changed from one-share-one-vote to loyalty shares. The...Read more

Marco Becht
Yuliya Kamisarenka
Anete Pajuste
16 April 2018

Corporate Governance in Europe: A Critical Review of the European Commission?s Initiatives on Corporate Law and Corporate Governance

European corporate law and corporate governance are moving ahead beyond expectation. Some British voices called this ?a renaissance in the past decade?. In December 2012, the European Commission came forward with an Action Plan that combines both...Read more

Klaus Hopt
01 August 2015

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