Company Law

Working Paper

29 March 2021

Internal Investigations, Whistleblowing and External Monitoring: Comparative Experiences, Economic Insights, Findings from Corporate Practice

Internal investigations, whistleblowing and external monitoring, are three information and enforcement channels and part of the corporate compliance system. As they relate to corporate management’s core area, they are a task of...

Klaus Hopt
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
12 July 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...

Carsten Gerner-Beuerle | Federico Mucciarelli | Edmund-Philipp Schuster | Mathias Siems
27 August 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...

Paolo Giudici | Peter Agstner

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