The Nature of Corporate Governance: The Significance of National Cultural Identity

This book presents a thoughtful inquiry into the nature and rationale of corporate governance. The authors address fundamental questions including; What is the balance between ownership and control?; For whose interests should the company be run?; What is the institutional balance between shareholders, directors and other potential stakeholders, including the economy

The Fallacy of Property Rights' Rhetoric in the Company Law Context: From Shareholder Exclusivity to the Erosion of Shareholders' Rights

Questions the dominant view that shareholders have a property right over any company in which they invest, the basis of the notion of shareholder supremacy. Argues that "property rights" no longer apply within the modern company law context as share ownership has been decoupled from voting rights. Suggests that the derivative action mechanism of the Companies Act 2006 illustrates that shareholders cannot exercise effective control of management

Shareholder Supremacy in a Nexus of Contracts: A Nexus of Problems

This article focuses on shareholder supremacy and exclusivity derived from a view of the company as a nexus of contracts. The nexus of contracts theory is the dominant theory within English company law. It defines the company as a contract between private individuals. The shareholders and the company are recognized as the only parties to that contract. While corporate membership is reserved exclusively for shareholders, the rest of the stakeholders are viewed as external to the company. The article will question the theoretical and doctrinal validity of shareholder supremacy and exclusivity within this context. It argues that while the nexus of contracts theory promotes shareholder exclusivity in a rather dogmatic manner, not only the law but also the courts have limited the rights of shareholders to a significant extent. The article does not place into doubt the importance of shareholders within the corporate context; after all the shareholders are the capital providers of the company. It does however criticize the current status quo in English company law where theoretically the shareholders are sitting on the corporate throne in a company which includes no one else but them, but in practice their supremacy is challenged by the courts to such a degree that it is difficult to exercise even the rights stemming from their shares and to have access to effective remedies against managerial abuse. The article will therefore underline the controversies inherent in the nexus of contracts theory. It will shed light on the distorted application of the theory within English company law. It argues that the theory should be reformed to adjust to the new reality. On the one hand, it should certainly protect the rights of shareholders stemming from their shares and it should allow for effective shareholder protection against mismanagement. On the other hand, the theory should adopt a more inclusive definition of the company that will not leave the stakeholders off its context. Especially those stakeholders who clearly have a contractual relationship with the company should be factored into corporate governance. Therefore, the article will argue against the doctrinal dominance of shareholder exclusivity and supremacy by arguing that they nowadays flow from a flawed interpretation of the nexus of contracts theory. The article will focus on shareholder protection; it will examine section 994 of the Companies Act 2006, which provides for one of the main remedies against directorial abuse. The jurisprudence of the courts embodies a clear mismatch between theory and practice. Absolute shareholder supremacy should have entailed an enhanced level of protection to match the status of shareholders as the only members of the company. After all, the nexus of contracts theory defines the interests of the company as the interests of the shareholders. Yet, the judicial stance on this matter proves that the courts have actually curtailed the protection granted to shareholders by the Companies Act 2006; this clearly testifies to the deeply problematic nature of shareholder supremacy within the context of the nexus of contracts theory. The article will therefore argue that the dominant views in theory, academia and law, which continue to recognize a notion of absolute shareholder supremacy and exclusivity, flow mostly from ideology rather than reality. Ideological dogmatism has resulted in a very narrow, and in many ways distorted, definition of the company; one which left only the shareholders within its context albeit and paradoxically with a limited set of rights to control the management. The article argues that the current law should be reformed, aiming at creating a more inclusive company where shareholders would actually enjoy a bundle of rights appropriate for capital providers. The law should also be reformed so that stakeholders whose interests are integrally linked with the company?s fortune ? such as employees and creditors ? should be factored into the company. This is in the interests of both the company and the shareholders

The Unfair Commercial Practices Directive in the UK

This article shows that the UK has blended preventive and traditional UK criminal enforcement techniques to implement the UCPD; these techniques have been 'Europeanised' by the UCPD unfairness concepts; and the UCPD may also cause UK private law to be Europeanised in more 'spontaneous' ways. However, there are limits to this Europeanising effect. First of all, the 'home grown' financial services regime is likely to remain dominant, inter alia, because of the high standards of protection it sets and because of Article 3(9) of the UCPD, which exempts financial services from the full harmonisation principle. Secondly, judges may limit the extent of Europeanisation. The UCPD's European concepts of fairness often have the potential to increase standards of protection relative to pre-existing UK law. However, these concepts are sufficiently open textured as to run the risk of being interpreted in non-protective ways, based on underlying UK judicial ethics of self-interest and self-reliance. So far, High Court judges have taken quite a protective approach to interpretation of the UCPD concepts. However, the full impact of the UCPD European fairness standards in the UK will only become clear when cases reach the appeal courts; and the ECJ more fully develops its approach

Exit Britain Enter the Stakeholders: Could Brexit end the cultural wars within the European Union Company Law and give birth to a truly “European Company”?

The history of European Union company law is a very troubled one. It is a history of national conflicts and debates which resulted in the inability of the EU to create a common body of EU company law. The article will argue that national company laws are deeply rooted in national culture. Corporate governance in particular evolved into an arena where fierce corporate culture wars were fought for decades. This is why the European Company -the so-called Societas Europea- failed to evolve into a truly supranational corporate form. While all member states have their own distinctive systems of corporate governance, the failure in question has been mostly fuelled by the conflict between the two widely-opposed corporate governance systems of the UK and Germany. The UK endorses the so-called contractual model of corporate governance. Germany on the other hand employs the so-called stakeholder system of corporate governance. The rest of the member states of the EU lie between those two opposing poles. The conflict between the two European pillars of widely opposed corporate philosophies and consequently laws –the UK and Germany- has been so intense that it undermined any attempt to create a single European company. The article argues that Brexit can change that. The exit of one of the two main pillars of the conflict may pave the way for the dominance of the stakeholder model of corporate governance in the EU. A post-Brexit EU would lack the most vocal and influential supporter of contractualism. This should allow the remaining member states to converge into a standard that would be closer to the stakeholder model

Quantitative Assessment of the Relationship between Land Use/Land Cover Changes and Wildfires in Southern Europe

Wildfires are key drivers of land use/land cover (LULC) dynamics by burning vegetation and affecting human infrastructure. On the contrary, LULC changes (LULCCs) may affect the fire regime by influencing vegetation type, burnable areas, fuel loads and continuity. This study investigates the relationship between LULCC and wildfires. We developed a methodology based on different indicators, which allowed us to quantitatively assess and better understand the transitions between LULC classes and burnt area (BA) in Europe in the last two decades (2000–2019). The assessment was performed for the entire European continent and, independently, for each of the five European countries most affected by wildfires: Portugal, Spain, France, Italy and Greece. The main results are the following: (i) LULCC analysis revealed a net loss in forests and arable land and a net gain in shrubs; (ii) most of the BA occurred in forests (42% for the whole of Europe), especially in coniferous forests; (iii) transitions from BA generally were to transitional woodland/shrub or, again, to BA. Overall, our results confirm the existence of a strong relationship between wildfires and LULCCs in Europe, which was quantified in the present study. These findings are of paramount importance in fire and environmental system management and ecology.info:eu-repo/semantics/publishedVersio

"The Three Shades of Tax Avoidance of Corporate Groups: Company Law, Ethics and the Multiplicity of Jurisdictions involved”.

In 2011 Apple’s Irish subsidiary had a profit of 16 billion Euros but only 50 million of them were charged as tax in Ireland. Apple ended up paying a tax rate of only 0.005% in 2014 on the profits of its Irish subsidiary down from an anyway low 1% in 2003. This is but one example of so-called “jurisdiction arbitrage” by which large companies avoid or evade liabilities. Company law provides the multinationals with the legal tools which enable tax avoidance. MNEs, which are a series of inter-linked companies formed in various national legal systems, incorporate subsidiaries in jurisdictions which provide them with legal yet unethical tax loopholes. Basic company law principles such as the principle of separate legal personality and limited liability have evolved into a veil which protects multinationals from external control on their tax affairs at multiple levels. Each member of the group is deemed as of independent from each other in most instances. Yet, taxing its profits within the jurisdiction where they were actually produced could prove impossible. The article argues that the principles of separate legal personality and limited liability in their current form are unfit for corporate groups when issues of taxation are at stake. They should be significantly reformed, so that each member of the group is viewed as established in the member state where it operates with its revenues shielded and – most importantly – taxed in that jurisdiction. When this proves to be too difficult or complicated, the corporate veil should be lifted altogether and the mother company of the group should be taxed for the entire set of profits made by all the members of the group in the EU