Company Law

Working Paper

Extended Shareholder Liability for Systemically Important Financial Institutions

Regulators generally have tried to address the problems posed by the excessive risk-taking of Systemically Important Financial Institutions (SIFIs) by placing restrictions on the activities in which SIFIs engage. However, the complexity of these...Read more

Luca Enriques
Jonathan Macey
07 November 2019

Defined Contribution Plans and the Challenge of Financial Illiteracy

Retirement investing in the United States has changed dramatically. The classic defined-benefit (DB) plan has largely been replaced by the defined contribution (DC) plan. With the latter, individual employees’ decisions about how much to save for...Read more

Jill Fisch
Annamaria Lusardi
Andrea Hasler
07 November 2019

Which Related Party Transactions Should Be Subject to Ex Ante Review? Evidence from Germany

The amended EU shareholder rights directive introduces a comprehensive regime of ex ante review for potentially conflicted transactions between listed companies and their major shareholders, downstream entities, and managers. Such ‘related party...Read more

Andreas Engert
Tim Florstedt
12 March 2019

Prospectus Liability and the Role of Gatekeepers as Informational Intermediaries: An Empirical Analysis of the Impact of the Statutory Provisions on Italian IPOs

This Article analyzes market reaction to the introduction into Italian legislation of a statutory system of (IPO) prospectus civil liability enacted in April 2007 on the basis of Directive 2003/71/EC.

In particular, we study the effects of...Read more

Stefano Lombardo
20 July 2017

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

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