New Ways in Corporate Governance: European Experiments with Labor Representation on Corporate Boards

Corporate governance has been discussed in Europe for over 150 years. Indeed, in the 1840\u27s, when the first Corporation Act was enacted in Prussia, three troubling features of the corporate organization form had already been discerned: (I) the vulnerability of small investors who lacked the influence and sophistication to. control the corporation; (2) the risk to creditors and the public created by the limited liability of the corporation, especially when combined with inadequate funds and poorly controlled management; and (3) the power that big corporations could amass economically, by monopolizing markets, and politically, by exerting influence on public opinion and government

Neue Regeln guter Unternehmensführung

Die gute Führung von Unternehmen und die Höhe der Managergehälter stehen nach diversen Finanzskandalen von Unternehmen und den Kursmanipulationen am Neuen Markt im Mittelpunkt des öffentlichen Interesses. Im Mai dieses Jahres hat die EU Kommission einen Aktionsplan über „Modernisierung des Gesellschaftsrechts und Verbesserung der Corporate Governance in der Europäischen Union“ vorgelegt. Und in der Bundesrepublik beschäftigt sich derzeit die „Cromme-Kommission“ mit der Weiterentwicklung ihres Anfang 2002 veröffentlichten „Deutschen Corporate Governance Kodex“. Was beinhalten die Reformvorschläge? Wie sind sie zu beurteilen? --

Feasibility study on a European foundation statute: final report

This feasibility study covers seven major objectives. It offers an overview of the main types of foundations in EU Member States; presents estimates of the economic scale of the European foundation sector, also in comparison with the United States; examines the main regulatory differences in the legal treatment of foundations across the EU; estimates cross-border activities as well as barriers and their economic relevance; analyses the importance and cost implications of these barriers; explores possible modalities of eliminating existing barriers; and assesses further possible effects of a European Foundation Statute

Response to the European Commission\u27s Report on the Application of the Takeover Bids Directive

This paper contains the European Company Law Experts\u27 response to the report of the European Commission of 28 June 2012 on the application of the Takeover Bids Directive of 2004 and the reform initiatives announced. For evaluating these initiatives the rationale of the mandatory bid rule is relevant (exit rationale, control premium rationale and undistorted choice rationale). On this basis the paper discusses each of the concerns raised by the European Commission: 1) The concept of acting in concert : The ECLE are of the opinion that a uniform concept for the Takeover Bids Directive, the Transparency Directive and the Acquisition Directive is not useful because of the different objectives of these Directives. As to the Takeover Directive it should be made clear that joint engagement activities of investors should not trigger a mandatory offer. 2) National derogations to the mandatory offer rule differ widely, but there are different types of derogations that pose different concerns. The ECLE recommend that the Directive should provide for a review process with respect to national derogations. 3) The ECLE believe that there are good reasons to close the loopholes against the “creep in” and the “creep on” acquisitions. 4) As to board neutrality and the break-through rule the ECLE believe that the default rules should be changed. The option rights should be given to the shareholders, not to the member states. The reciprocity rule is flawed. 5) The protection of the rights of employees should be addressed in a wider context and should not be taken up specifically for one type of transaction such as takeover bids