Company Law

Working Paper

Governance Challenges of Listed State-Owned Enterprises around the World: National Experiences and a Framework for Reform

Despite predictions of their demise in the aftermath of the collapse of socialist economies in Eastern Europe, state-owned enterprises (SOEs) are very much alive in the global economy. The relevance of listed SOEs — firms still subject to...Read more

Curtis J. Milhaupt
Mariana Pargendler
01 April 2017

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...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

Startups and Company Law: The Competitive Pressure of Delaware on Italy (and Europe?)

US corporate law and, in particular, Delaware law, which leaves ample room to freedom of contract, has been one of the reasons for the successful creation and financing of startups in Silicon Valley. We analyze the Italian attempt to modernize...Read more

Paolo Giudici
Peter Agstner
27 August 2019

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