Current conflict of laws rules contained in European Community securities laws mainly bundle the choice of applicable securities laws with the issuer's registered office, while leaving some regulatory aspects to the law of the market where the issuer's securities are admitted to trading. Our...

In February 1998 the Italian Government passed an Act reforming the law on financial services, stock exchanges and listed companies. With regard to listed companies, the reform was intended to strengthen minority shareholders' rights. The idea behind the new rules on corporate governance was...

Dual class shares and the anticompetitive effects of common ownership are two of the most discussed corporate governance issues of our time. In this Article, we identify a hidden connection between them, which allows us to derive policy implications that are relevant for both.The traditional...

This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there...

This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there...

Following the Centros, Überseering and Inspire Art decisions of the European Court of Justice (ECJ), a thriving market for incorporations has developed in the European Union. Round-trip incorporation is competing with domestic incorporation. Entrepreneurs can set up a shell company in any EU...

Section I: The Broad Picture1 Is the European Union going to help us overcome the COVID-19 crisis (Danny Busch)2 COVID-19 and European banks: no time for lawyers (Wolf-Georg Ringe)3 The COVID-19 crisis and financial regulation (Eddy Wymeersch)4 Culutral reforms in Irish banks. Walking the walk...

If corporate law matters to corporate governance and finance, then in order to assess its quality in any given country, one must look at corporate law off the books, i.e., the characteristics of corporate law as applied by judges and other relevant public officials. This paper, after speculating...

This essay first describes the differences in the ownership structure of companies in the three main economies of continental Europe - Germany, France, and Italy - with comparisons to the United States and the United Kingdom. Next, it summarizes the corporate governance issues that arise in...

This article is a reply to an essay in defense of the legal capital doctrine published in 2002 by Francesco Denozza as a response to Enriques and Macey's article against the European legal capital rules. After showing that the legal capital doctrine is being eroded by reforms both at the EC and...