Company Law

Working Paper

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

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

We examine the Centros decision through the lens of SB 826 – the California statute mandating a minimum number of women on boards. SB 826, like the Centros decision, raises questions about the scope of the internal affairs doctrine and its role...Read more

Jill Fisch
Steven Davidoff Solomon
27 May 2019

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

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

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