Shareholder Protection Across Countries – Is the EU on the Right Track?

Anlegerschutz, EU-Recht, EU-Staaten, Investor protection, Community law, EU countries

The End of Comparative Law

Following the 1900 congress in Paris, the beginning of the 20th century saw comparative law emerge as a significant discipline. This paper suggests that the early 21st century is seeing the decline, or maybe even the 'end', of comparative law. In contrast to other claims which see the 21st century as the 'era of comparative law', there are at least four trends which give rise to pessimism: 'the disregard', 'the complexity', 'the simplicity', and 'the irrelevance' of comparative law. These phenomena will be explained in the body of this paper; the concluding part considers suggestions as to how to proceed further.Comparative law, numerical comparative law, legal culture, law and finance, World Bank, harmonisation, convergence, governance.

Legal origins: reconciling law and finance and comparative law

In the last few years law and finance scholars have 'discovered' the usefulness of comparative law. Their studies look at the quantifiable effect that legal rules and their enforcement have on financial development in different countries. Moreover, they link their results with the long- standing distinction between Civil Law and Common Law countries. Whether this revival of 'legal families' is a useful way forward is, however, a matter of debate. The following article challenges these studies and looks for characteristic features which are more precise and meaningful than the use of legal families as such.legal origins, legal families, legal traditions, numerical comparative law, law and finance, law and development, Civil Law, Common Law

Diversity in Shareholder Protection in Common Law Countries

Aktionär, Anlegerschutz, Common Law, Shareholders, Investor protection

The law and ethics of ‘cultural appropriation’

Cultural appropriation is often defined as the ‘taking of intellectual property, cultural expressions or artefacts, history, and ways of knowledge’. Despite this apparent link to intellectual property, legal issues are only rarely mentioned in the current debate. Thus, to start with, this paper aims to fill this gap in identifying the possible bases in existing laws that may, at least in principle, justify claims of unlawful behaviour. As far as ethical considerations are concerned, the paper then notes a deep divide between those who fully endorse the notion of cultural appropriation and those who are resolutely opposed to it. This paper aims to give fair consideration to both sides of the argument, suggesting three categories of potentially unethical conduct. On this basis, the paper finally revisits possible legal responses from a normative perspective

Structural analysis of stratocumulus convection

The 1 and 20 Hz data are examined from the Electra flights made on July 5, 1987. The flight legs consisted of seven horizontal turbulent legs at the inversion, midcloud, and below clouds, plus 4 soundings made within the same period. The Rosemont temperature sensor and the top and bottom dewpoint sensors were used to measure temperature and humidity at 1 Hz. Inversion structure and entrainment; local dynamics and large scale forcing; convective elements; and decoupling of cloud and subcloud are discussed in relationship to the results of the Electra flight

Simulations and observations of cloudtop processes

Turbulent entrainment at zero mean shear stratified interfaces has been studied extensively in the laboratory and theoretically for the classical situation in which density is a passive tracer of the mixing and the turbulent motions producing the entrainment are directed toward the interface. It is the purpose of the numerical simulations and data analysis to investigate these processes and, specifically, to focus on the following questions: (1) Can local cooling below cloudtop play an important role in setting up convective circulations within the cloud, and bringing about entrainment; (2) Can Cloudtop Entrainment Instability (CEI) alone lead to runaway entrainment under geophysically realistic conditions; and (3) What are the important mechanisms of entrainment at cloudtop under zero or low mean shear conditions

Twenty years of ‘Law and Finance’: time to take law seriously

This ‘state of the art’ essay provides a comprehensive discussion of the Law and Finance School (LFS) literature. We show that the first two decades of the LFS have focused on empirically investigating the question ‘does law matter?’ Yet, despite the centrality of law to the LFS, it is based on an incoherent theory of law, which leads to shortcomings in the conceptualization and empirical testing of its hypotheses. We also observe that, rather than addressing this deficiency, the LFS has moved its focus to the contentious concept of ‘legal origin’. We argue that the LFS needs to take law more seriously by returning to its initial focus on the substance of legal rules and by addressing the theoretical question ‘how does law matter?’ We propose venues for future research to develop a solid theoretical framework that would put the empirical investigation of law’s impact on economic outcomes on a more solid footing

Making the Case for a Rome V Regulation on the Law Applicable to Companies

There is significant legal variation and uncertainty in the conflict of laws rules applicable to companies in the EU. While the case law of the Court of Justice on the freedom of establishment has clarified some questions, it is evident that case law cannot provide for an adequate level of legal certainty. The main recommendation of this article is that private international company law in the EU should be harmonized. The article discusses the main challenges that a future regulation to this effect—called here ‘Rome V Regulation on the Law Applicable to Companies’—would have to overcome. Some of those are of a political nature: for instance, countries may fear that it may become easier for companies to evade domestic company law (eg, rules of employee co-determination), and there are specific considerations that concern companies established in third countries. Another challenge is that a future regulation on the law applicable to companies has to be consistent with existing EU conflict of laws rules as regards, for example, insolvency and tort law, while also complying with the freedom of establishment of the Treaty. It is the aim of this article to discuss these questions in detail, notably the general considerations for harmonisation in this field, a potential harmonization based on the ‘incorporation theory’, how it may be possible to overcome some contentious issues such as the definition of the lex societatis or the relationship between the lex societatis and other areas of law, and the prospects for future international harmonization

Cross-border reincorporations in the European Union: the case for comprehensive harmonisation

Despite recent decisions of the Court of Justice that liberalise inbound and outbound reincorporations, several Member States still prohibit these transactions or make them impossible or impractical. Even where reincorporations are available in principle, significant legal uncertainties often exist due to a lack of clear and interoperable rules. This situation may, for instance, jeopardise the interests of creditors and minority shareholders of the emigrating companies in circumstances where the involved jurisdictions do not provide for an explicit regulation of cross-border reincorporations aimed at protecting these stakeholders. Furthermore, when procedural rules are unclear or lacking, companies might be struck from the relevant register of the country of origin without being entered in the register of any other Member States. We argue that, as a consequence, harmonisation of the reincorporation process is necessary, and that it is desirable to reach a high minimum standard of creditor and minority shareholder protection