The recent bailout of Credit Suisse is noteworthy for many reasons. One of them is that, while AT1 bondholders were wiped out, shareholders were not. This violates the ‘absolute priority rule’ which is central to corporate reorganisations and bank resolution regimes. In this article, we...

Following a slow start, the European Company (Societas Europaea – SE) has become a popular legal form amongst European firms. It is rendered attractive by corporate governance features such as the contractual freedom of capital and labor to design a firm-specific employee involvement regime....

Conventional economic reasoning suggests that formal insolvency proceedings should commence once the greater of the going concern value or the liquidation value of a firm falls below the value of its liabilities. Since this test is difficult to apply in practice, an additional cash flow test is...

After a slow start, the European Company (Societas Europaea, SE) has become increasingly popular. Beside documenting the growth of this new company type, we examine whether firms choose to incorporate in the SE corporate form because they engage in 'legal arbitrage' by exploiting differences in...

With its recent legislation on consumer ADR and ODR, the European Union (EU) pioneers the creation of a comprehensive out-of-court dispute resolution system for B2C conflicts. The proposed system raises questions as to how consumer rights can and should be efficiently enforced. We propose design...

The idea that a corporation’s employees should be allowed to elect some of the corporation’s board members, a system known as codetermination, has moved to the forefront of U.S. corporate law policy. Elizabeth Warren’s Accountable Capitalism Act calls for employees of large firms to elect...

This article discusses the introduction of a general “fair price rule” in (European) contract law. According to such a rule, prices that create a “significant imbalance in the parties’ rights and obligations” would not bind the disadvantaged party. Justifying this rule cannot be...

This article explores the relevance of behavioral economics for legal issues in private international law. It finds that this relevance is limited. Choice of law problems in particular can be fruitfully analyzed with the neo-classical apparatus of economic theory that includes information...

The European Commission has proposed a directive on ‘preventive restructuring frameworks' for financially distressed firms. I demonstrate that the proposal is flawed because it creates a refuge for failing firms that should be liquidated, because it rules out going concern sales for viable...

The United Kingdom will leave the European Union. Brexit will involve many complex negotiations. This paper analyses the negotiation position of the parties (UK, EU, Member States) based on a set of four key negotiation factors: agreement options, non-agreement alternatives, interests, and...