Documents Hopt, Klaus J. 8 results

"Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes.

This book analyses the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism."

"Corporate boards play a central role in corporate governance and are therefore regulated in the corporate laws and corporate governance codes of all industrialized countries. Yet while there is a common core of rules, considerable differences remain, not only in the details, but sometimes also regarding main issues. These differences depend partly on shareholder structure (dispersed or blockholding), partly on path dependent historical, political and social developments, especially on the question of employee representation on the board. More recently, in particular in the wake of the rise of the international corporate governance code movement there has been a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This article analyzes the corporate boards, their regulation in law and codes, and their actual functioning in nine European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Sweden, Switzerland and the United Kingdom) from a functional and comparative perspective. Issues dealt with are inter alia board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular in cases of conflicts of interest); incentive structures (remuneration); and share-holder activism. The article finds convergence in these European countries resulting from the pressures of competition, a pro-shareholder trend supported by government and institutional investors and, to a certain degree, the impact of the EU. This convergence is more visible in the governance codes and the ensuing practice than in the statutory law. Still, considerable differences remain, in particular as a result of the failure to adopt a mandatory “no frustration” rule for takeovers at the EU level, and diverging systems of labor codetermination. The overall result is an unstable balance between convergence and divergence, shareholder and stakeholder influence, as well as European v. national rulemaking."

" * Examines takeover law provisions in the new European 13th directive
* Provides full text and comprehensive commentary on the European
* Commission company law action plan
* Covers corporate and takeover practice

This book examines reforms in company and takeover law, crucial to modern business and economics. Reform activity is underway in the UK, Germany, France, Italy, and most other member States of the European Union. In addition, the EU is developing its own rules and reform plans. The European 13th directive was enacted in December 2003- this requires modifications of member State takeover law. The European Commission has outlined the company law action plan which will lead to important directives from 2004 to 2010. This book is the first to deal comprehensively with both the 13th directive and the EU company law action plan, providing commentary on the action plan, and critically assessing what the future may hold. The takeover law provisions in the 13th directive, including the 'break-through' rule and the controversial level playing field for takeover activities amongst European member states and between them and the United States are examined.

The contributions also address a wide range of topical issues including corporate disclosure, board structure, the role of non-executive and supervisory directors, remuneration of directors, responsibility of the management and the board, personal liability of board members, auditors, and conflicts of interest.

The company law action plan and the two reports of the High Level Group of Company Law Experts upon which the plan was based are reproduced in full in a useful annex.