Company Law

Working Paper

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...

Stefano Lombardo | Federico Mucciarelli
07 December 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...

Martin Gelter | Geneviève Helleringer
16 April 2018

Loyalty Shares with Tenure Voting - Does the Default Rule Matter? Evidence from the Loi Florange Experiment

The contractual theory of the firm predicts that companies adopt charters that maximise firm value, regardless of the default rule. We test this proposition around an exogenous switch of the default from one share-one vote to tenure...

Marco Becht | Yuliya Kamisarenka | Anete Pajuste
07 May 2018

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...

Horst Eidenmüller
12 March 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....

Andreas Engert | Tim Florstedt
27 May 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...

Jill Fisch | Steven Davidoff Solomon

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