Company Law

Working Paper

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 The classic defined-benefit (DB) plan has largely been replaced by the defined contribution (DC) plan.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

Controlling Shareholders in the Twenty-First Century: Complicating Corporate Governance Beyond Agency Costs

By the end of the twentieth century, the then-dominant literature on “law and finance” assumed that concentrated ownership was a product of deficient legal systems that did not sufficiently protect outside investors. At the same time,...Read more

Mariana Pargendler
10 December 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

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