Company Law

Working Paper

Collateral Damage: Brexit's Negative Effects on Regulatory Competition and Legal Innovation in Private Law

This article attempts to assess the consequences of Brexit for English and European private law. More specifically, I am interested in how the level of legal innovation in private law will be influenced by Brexit. I argue that Brexit will reduce...Read more

Horst Eidenmüller
07 May 2018

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

Centros, California’s “Women on Boards” Statute and the Scope of Regulatory Competition

In its 1999 Centros decision, the European Court of Justice affirmed that the EU right of establishment protects a corporation’s right to select a state of incorporation. Specifically, Centros rejected the argument that, under the real seat...Read more

Jill Fisch
Steven Davidoff Solomon
27 May 2019

The Illusion of Motion: Corporate (Im-)mobility and the Failed Promise of Centros

The European Court of Justice’s landmark decision in Centros was heralded as creating the preconditions for a vibrant market for incorporations in the EU. In practice, however, today’s corporate landscape in Europe differs little from...Read more

Carsten Gerner-Beuerle
Federico M. Mucciarelli
Mathias Siems
12 July 2019

Mandatory Arbitration of Intra-Corporate Disputes in Brazil: A Beacon of Light for Shareholder Litigation?

We survey law firms, firms and institutional investors to better understand their preferred method of intracorporate dispute resolution in Brazil. Consistent with a number of theories, we find that these organizations prefer arbitration to...Read more

Patricia Gil Lemstra
Joseph McCahery
09 June 2020

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